Pentagon I Capital Corp. Enters into Letter Agreement to Complete Qualifying Transaction with Prospectiva Resources Ltd.

Executive Summary

• Pentagon I Capital Corp. entered into a binding Letter Agreement to acquire all issued and outstanding securities of Prospectiva Resources Ltd., resulting in Prospectiva becoming a wholly‑owned subsidiary.
• The transaction will be structured as a reverse take‑over: existing Prospectiva shareholders will receive one share of the resulting issuer for each Prospectiva ordinary share (1 : 1 exchange ratio).
• Completion is conditioned on a concurrent private placement raising a minimum of US$3 million, TSXV approvals, shareholder consents, and other customary closing conditions; trading of Pentagon shares will remain halted until TSXV clearance.

Key Details

• Agreement Date: February 4 2026 (Letter Agreement).
• Transaction Structure:
• Prospectiva shareholders receive one Resulting Issuer common share per Prospectiva ordinary share (exchange ratio = 1 : 1, post‑adjustment).
• Upon closing, Prospectiva becomes a wholly‑owned subsidiary; Pentagon will be renamed by the new board.
• Shareholder Ownership Post‑Closing (pre‑Private Placement):
• Pentagon common shareholders – 5,800,000 shares (subject to adjustment).
• Pentagon incentive stock options – 580,000 options (adjusted).
• Pentagon warrants – 300,000 warrants (adjusted).
• Prospectiva ordinary shareholders – 4,080,731 Resulting Issuer common shares.
• Prospectiva option holders – 210,000 incentive stock options of the Resulting Issuer.
• Adjustment Mechanism: Prior to closing, Pentagon will consolidate or split its common shares so that (post‑adjustment shares × Subscription Receipt issue price) equals C$800,000. All Pentagon options and warrants will be adjusted accordingly.
• Private Placement Requirement:
• Concurrent private placement of subscription receipts (issuer to be determined by mutual agreement).
• Each subscription receipt will be deemed exercised for an equivalent number of the issuing party’s shares, giving private‑placement subscribers Resulting Issuer common shares.
• Minimum aggregate gross proceeds: US$3 million.
• Trading Halt: Pentagon common shares halted on TSXV; halt remains until all required documentation is filed and TSXV permission to resume trading is obtained.
• Qualifying Transaction Status: Intended to satisfy TSXV “Qualifying Transaction” criteria for a capital‑pool company; not a non‑arm’s‑length or related‑party transaction.
• Regulatory & Closing Conditions: Satisfactory due diligence, board and shareholder approvals (both companies), TSXV acceptance, third‑party consents, lock‑up agreements, escrow requirements, and completion of Prospectiva’s acquisition of the São Francisco copper‑gold project.
• Sponsorship Waiver: Pentagon will apply for a waiver from the TSXV sponsorship requirement; no assurance such waiver will be granted.
• Project Focus Post‑Transaction: The resulting issuer will focus on exploration of the 100 % owned São Francisco Copper‑Gold Project in Pernambuco and Paraíba, Brazil (35 licences covering ~530 km²). Prospectiva plans EM geophysical surveys and diamond drilling beginning early Q3 2026.
• Qualified Person: Scientific/technical information reviewed by Robert Selwyn, CGeol, MGeol, FGS (NI 43‑101 Qualified Person).

Notable Quotes

(No direct quotes were provided in the release.)