Panorama Capital Enters into Amalgamation Agreement with Mogul and Announces Concurrent QT Financing

Executive Summary

• Panorama Capital Corp. entered a binding three‑cornered amalgamation agreement with Mogul Mountain Ventures Corp. and its subsidiary Subco, forming the basis of a Qualifying Transaction on the TSX Venture Exchange.
• A concurrent private placement will sell subscription receipts at C$0.35 each, targeting minimum gross proceeds of C$4 million; proceeds (after escrow) are earmarked for Nevada exploration and general corporate purposes.
• The transaction includes a 3:1 consolidation of Panorama’s shares, a name change to “Mogul Mountain Ventures Corp.”, replacement of the board with Mogul nominees, and an additional C$75,000 bridge‑loan advance to Mogul.

Key Details

• Amalgamation Structure – Subco and Mogul will merge; shareholders of Mogul receive ~45,406,508 post‑consolidation shares of the resulting issuer.
• Share Consolidation – Panorama’s 11,227,685 common shares (plus options) will be consolidated 3:1, leaving 3,742,562 basic common shares post‑consolidation.
• Name Change – Upon completion, the combined entity will be renamed “Mogul Mountain Ventures Corporation.”
• Board Replacement – All directors and officers of the resulting issuer will be replaced by nominees of Mogul.
• Subscription Receipts Offering
• Price: C$0.35 per receipt
• Minimum gross proceeds: C$4.0 million
• Each receipt converts to one Mogul share (subject to adjustment) at closing of the Qualifying Transaction.
• Funds placed in escrow; if escrow release conditions are not met, proceeds plus interest will be returned and receipts cancelled.
• Use of Proceeds – Net proceeds after escrow will fund exploration of Mogul’s Nevada properties and cover general corporate/working‑capital needs.
• Finder’s Fee – Up to 500,000 post‑consolidation shares may be issued to an eligible finder as compensation for the transaction.
• Bridge Loan Advance – Panorama has advanced an additional C$75,000 to Mogul under the previously disclosed bridge loan facility.
• Closing Timeline – Subject to customary conditions (completion of the offering, shareholder/board approvals, regulatory and exchange consents), the transaction is expected to close in Q2 2026.
• Regulatory & Exchange Conditions – Completion requires satisfaction or waiver of escrow release conditions, approval by directors/shareholders, consolidation, and all required TSX Venture Exchange authorizations.

Notable Quotes

“Executing the amalgamation agreement with Panorama is a major milestone for Mogul. The Qualifying Transaction provides us with a clear pathway to the public markets and positions the Company to accelerate exploration across our Nevada gold‑silver portfolio.” – Andy Edelmeier, CEO & Director, Mogul Mountain Ventures Corp.

Materiality Assessment: Material – Positive (the announcement details a significant financing and corporate restructuring that materially impacts shareholders and the company’s future operations).