BeMetals Announces Agreement to Acquire Prospective Projects from Prospector Metals for Creation of a New Canadian-Focused Exploration Company

On April 16, 2026, Prospector Metals Corp. announced a definitive agreement to sell all non-Yukon mineral exploration projects (Savant, Devon, Whitton, and Toogood) to BeMetals Inc. In exchange, Prospector will receive 29,400,000 post-consolidation shares of BeMetals, representing a 49.9% ownership stake in the combined entity, which will be renamed Lightning Resource Corp.

Prospector intends to distribute these Lightning Resource shares to its existing shareholders on a pro-rata basis as a return of capital following closing. Post-transaction, Prospector will focus exclusively on its ML Project in the Yukon, with a planned 25,000m drill program for 2026. BeMetals (now Lightning Resource) will be led by an interim CEO from Prospector's board (Rob Carpenter), while B2Gold Corp. is expected to hold a 28.4% stake in the new entity. The transaction is subject to regulatory approvals and a Supreme Court of British Columbia order regarding share distribution, with closing expected within 60 days.

This announcement represents a significant corporate restructuring designed to unlock value from assets that management claims have been "overlooked" due to the company's focus on the ML Project. By separating the Eastern Canadian portfolio into Lightning Resource Corp., Prospector creates a pure-play vehicle for its high-grade Yukon asset while allowing shareholders to retain exposure to the broader portfolio through the spin-off shares.

The transaction is Material - Positive because it monetizes non-core assets without immediate cash dilution, instead distributing equity value directly to shareholders. However, critical risks remain: - Execution Risk: The distribution of shares requires a Supreme Court order and regulatory approvals; failure here could stall the transaction. - Liquidity Risk: Lightning Resource Corp. is a new entity. Its stock liquidity and valuation will be unproven until trading commences. - Focus Shift: Prospector becomes smaller, relying solely on the ML Project for value creation. While the ML project has high-grade potential (TESS Zone), it carries exploration risk without the diversification of other assets. - B2Gold Concentration: B2Gold's significant stake in both entities (19.9% in Prospector, 28.4% in Lightning) creates a concentrated ownership structure that could influence corporate governance and future financing terms.

Prospector Metals Corp. is an early-stage exploration company focused on gold and base-metal prospects in Canada. Its flagship asset is the ML Project located in the Yukon, which covers 10,869 hectares (100% owned). The project has recently yielded high-grade discoveries, specifically the TESS Zone (44m @ 13.79 g/t Au) and Skarn Ridge corridor.

Prior to this transaction, Prospector held a diversified portfolio including projects in Ontario (Savant, Devon, Whitton) and Newfoundland (Toogood). The April 2026 agreement divests these non-Yukon assets to focus entirely on the ML Project. The company emphasizes relationships with Indigenous rightsholders and utilizes advanced exploration techniques like LiDAR and VTEM surveys.