Prospector to Combine Eastern Canadian Projects with BeMetals Inc. to form Lightning Resource Corp.

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. - Transaction Structure: Prospector intends to distribute these BeMetals shares to its shareholders on a pro rata basis as a return of capital following closing. - Focus Shift: Prospector will retain and focus exclusively on its ML Project in the Yukon. - BeMetals Restructuring: BeMetals will undergo a 1-for-10 share consolidation prior to closing. B2Gold Corp. is expected to hold approximately 28.4% of the new Lightning Resource Corp. entity. - Timeline: Closing expected within 60 days, subject to regulatory approvals and a Supreme Court of British Columbia order regarding share distribution. - Context: This follows a period of significant financing ($38M closed in Nov 2025) and high-grade drilling results at the ML Project (TESS Zone: 13.79 g/t Au over 44m).

The transaction is assessed as Material - Positive based on the following factors: - Strategic Focus: The sale removes capital-intensive, non-core assets from Prospector's balance sheet, allowing management to concentrate resources entirely on the ML Project, which has recently demonstrated high-grade potential (TESS Zone). - Shareholder Value: Shareholders receive a direct equity stake in Lightning Resource Corp. (via distribution) without further dilution to their Prospector holdings. This effectively monetizes the Eastern Canadian portfolio that was previously underfunded relative to the ML Project. - Strategic Backing: The involvement of B2Gold as a major shareholder (28.4%) in the new Lightning Resource entity provides credibility and potential future support for the spun-off assets, reducing execution risk on those projects. - Risk Mitigation: Prospector retains a fully funded position ($40M+ working capital as of Nov 2025) to advance the ML Project without needing immediate additional financing, despite the asset sale. - Execution Risk: The transaction is not yet closed and requires Supreme Court approval for the share distribution. There is also market risk associated with the valuation of Lightning Resource Corp. shares once trading commences.

Prospector Metals Corp. is an early-stage exploration company focused on gold and base-metal prospects in Canada. - Flagship Project: ML Project (Yukon). - Status: Exploration stage with recent high-grade drill results. - Key Discovery: TESS Zone (44m @ 13.79 g/t Au, 1.89% Cu, 38.08 g/t Ag) and Skarn Ridge corridor. - Ownership: 100% owned by Prospector; no third-party royalties on the ML Project (NewsId 7826). - Divested Assets: Savant (Ontario), Devon (Ontario), Whitton (Ontario), Toogood (Newfoundland). These are now part of Lightning Resource Corp. - Strategy: District-scale exploration targeting underexplored mineral districts. The company is leveraging the Discovery Group network for expertise.