Panorama Capital Announces Proposed Qualifying Transaction With Mogul Mountain Ventures Corporation, A Nevada-Focused Gold-Silver Mineral Exploration Company
Executive Summary
- Panorama Capital Corp. entered a non‑binding LOI to acquire Mogul Mountain Ventures Corp., which would result in a reverse take‑over and creation of a combined gold‑silver exploration company focused on the Rays‑West Dome Project in Nevada.
- The transaction includes a share consolidation (1 new Panorama share for every 3 old shares), a bridge loan of $25,000 (12 % interest) with an additional $75,000 to be advanced, and a planned concurrent private placement financing to fund exploration.
- Completion is targeted on or before May 31 2026, subject to customary conditions, regulatory approvals, and execution of a definitive agreement by 27 Feb 2026; trading in Panorama’s shares has been halted pending completion.
Key Details
- Transaction Structure
- Reverse take‑over: Mogul becomes the surviving entity; Panorama will be renamed “Mogul Mountain Ventures Corp.” (or similar).
- Share consolidation: 1 new Panorama share for every 3 existing Panorama shares.
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Post‑transaction ownership: Current Mogul security holders to own a majority of the resulting issuer’s common shares.
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Share Counts (pre‑transaction)
- Panorama: 11,227,685 shares outstanding; 1,122,768 stock options; no warrants.
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Mogul: 44,806,508 shares outstanding; no options or warrants.
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Bridge Loan
- $25,000 unsecured loan from Panorama to Mogul at 12 % annual interest.
- Repayable if definitive agreement not signed by 27 Feb 2026 or transaction not completed by 31 May 2026.
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Expected conversion to secured loan upon signing of definitive agreement; additional $75,000 advance anticipated.
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Concurrent Financing
- Planned private placement to be executed concurrently with the qualifying transaction.
- Terms to be disclosed in a subsequent release.
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Net proceeds earmarked for maiden drill program (up to 5,000 m) at Rays‑West Dome and general working capital.
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Project Highlights (Rays‑West Dome)
- 100 % owned gold‑silver project covering >5,000 acres in Nevada’s Tonopah Trend.
- Historic production: ~175 M oz Ag and 1.86 M oz Au (regionally).
- Two complementary systems: orogenic gold‑silver lodes (Rays) and epithermal system (West Dome).
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Drill‑ready targets for up to 5,000 m of drilling in 2026; extensive historic data (37 holes, geophysics, >1,000 samples).
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Board & Management Post‑Transaction
- Anticipated board composition: five directors, all appointed by Mogul.
- Existing Panorama directors/officers expected to resign.
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Key incoming personnel include Andy Edelmeier (Co‑Founder, CEO, Director – Mogul) and Michael Kobler (Co‑Founder, President, Director – Mogul).
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Regulatory & Exchange Matters
- Transaction intended to qualify as a “Qualifying Transaction” under TSX Venture Exchange Policy 2.4.
- Panorama will seek exemption from the CPC sponsorship requirement; if denied, a sponsor will be engaged.
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Trading of Panorama shares halted by exchange pending transaction completion.
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Additional Provisions
- Non‑solicitation agreement between parties during LOI period.
- Support agreements to secure shareholder votes in favor of the transaction.
- Potential finder’s fees for concurrent financing to be disclosed later.
Notable Quotes
“The Proposed Transaction is a major milestone for Mogul and comes at an opportune time in a robust precious metals environment.” – Andy Edelmeier, Co‑Founder, CEO & Director, Mogul
“We are excited about the geological potential and prospectivity of this asset package… We look forward to working together to advance the transaction.” – Carson Sedun, President & CEO, Panorama
Materiality Assessment: Material – Positive (the LOI outlines a significant corporate combination that could create a listed exploration company with substantial assets and future financing plans).