Prospector And Bemetals Announce Subscription Receipt Financing

May 28, 2026 8:04 PM EDT | Source: Prospector Metals Corp.

Vancouver, British Columbia--(Newsfile Corp. - May 28, 2026) - Prospector Metals Corp. (TSXV: PPP) (OTCQB: PMCOF) (FSE: 1ET0) (" Prospector ") and BeMetals Corp. (TSXV: BMET) (OTCQB: BMTLF) (FSE: 1OI.F) (" BeMetals " and, together with Prospector, the " Companies ") today announced that the Companies will be completing a non-brokered private placement (the " Offering ") of up to 8,000,000 subscription receipts (the " Subscription Receipts ") at a price of $0.50 per Subscription Receipt for aggregate proceeds of up to $4,000,000.

The Offering is being undertaken in connection with the previously announced acquisition of assets pursuant to the share purchase agreement dated April 15, 2026 between the Companies and Prospector Subco Ltd. (" Subco ") whereby BeMetals will acquire all of the issued and outstanding shares of Subco, a wholly-owned subsidiary of Prospector which will hold Prospector's remaining viable non-Yukon mineral exploration projects (the " Transaction "), in exchange for 29,400,000 common shares of BeMetals (the " Consideration Shares ") (see the Companies' news releases dated April 16, 2026 and April 20, 2026, respectively).

As previously announced, in connection with the closing of the Transaction, BeMetals will change its name to Lightning Resource Corp. (the " Resulting Issuer ") prior to closing and reconstitute its board of directors upon closing of the Transaction.

Details of the Offering

The Subscription Receipts will be issued by Lightning Subreceipt Financing Corp. (" Finco "), a private wholly-owned British Columbia subsidiary of Prospector. The gross proceeds from the Offering (the " Subscription Proceeds ") will be held by Finco in escrow pending satisfaction of certain escrow release conditions (the " Escrow Release Conditions ") to be set out in the subscription agreements for the Subscription Receipts (the " Subscription Agreements ") on or before July 31, 2026 (the " Escrow Deadline "), as such deadline may be extended in accordance with the terms and conditions of the Subscription Agreement. The Escrow Release Conditions include, among other things, receipt of all requisite approvals the TSX Venture Exchange (the " TSXV ") for the Transaction and the Offering, obtaining an order of the Supreme Court of British Columbia (" Court Approval ") permitting the pro rata distribution by Prospector of the Consideration Shares to its shareholders as a return of capital, and the concurrent closing of the Transaction.

Upon satisfaction of the Escrow Release Conditions, each Subscription Receipt will automatically convert into one unit of Finco (a " Finco Unit ") on a 1:1 basis and the proceeds from the Offering will be released from escrow to Finco. Each Finco Unit will consist of one (1) common share of Finco (a " Finco Share ") and one-half of (1) common share purchase warrant (each whole such warrant a " Finco Warrant "), with each Finco Warrant exercisable to acquire one additional Finco Share (a " Finco Warrant Share ") at a price of $0.62 for a period of one year from the date on which the Subscription Receipts are converted into Finco Units, subject to acceleration in the event that the closing price of the common shares of the Resulting Issuer (each, a " Resulting Issuer Share ") on the TSXV is at or above $0.62 for ten consecutive trading days. If the Escrow Release Conditions are not met by the Escrow Release Deadline, the aggregate Subscription Proceeds will be returned to subscribers without deduction.

In connection with the Offering, BeMetals, Subco and Finco will enter into an amalgamation agreement whereby the parties will complete a three-cornered amalgamation, resulting in Finco and Subco completing an amalgamation and each outstanding Finco Share will be exchanged for one Resulting Issuer Share and each Finco Warrant will be exchanged for a warrant of the Resulting Issuer (a " Resulting Issuer Warrant ") having identical terms to the Finco Warrants.

The Subscription Receipts, Finco Shares and Finco Warrants will be subject to an indefinite statutory hold period in Canada. The Resulting Issuer Shares and Resulting Issuer Warrants issued upon exchange of the Finco Shares and the Finco Warrants will not be subject to any statutory hold or restricted period under applicable Canadian securities laws.

Subject to applicable securities laws and TSXV approval, the Company may pay a finder's fee or commission, which may include cash and/or warrants to certain persons, subject to securities laws and TSXV approval. The net proceeds from the Offering will be used for exploration and development of the acquired assets pursuant to the Transaction, to identify and evaluate new opportunities, and for general working capital and administrative purposes.

Closing of the transaction is subject to the satisfaction of certain closing conditions, including the approval of the TSXV, shareholders of BeMetals, as well as Court Approval.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

About Prospector Metals Corp.
Prospector Metals Corp. is a proud member of Discovery Group. Prospector is focused on district scale, early-stage exploration of gold and base metal prospects. Creating shareholder value through new discoveries, Prospector identifies underexplored or overlooked mineral districts displaying important structural and mineralogical occurrences similar to more established mining operations. The majority of acquisition activity occurs in Yukon and Ontario, Canada - Historical mining jurisdictions with an abundance of overlooked geological regions possessing high mineral potential. Prospector is currently concentrating its efforts on its ML Project in the Yukon where it has discovered a high-grade gold-copper-silver zone (see news release dated October 1, 2025). Prospector establishes and maintains relationships with local and Indigenous rightsholders and seeks to develop partnerships and agreements that are mutually beneficial to all interested parties.

On behalf of the Board of Directors,
Prospector Metals Corp.

Dr. Rob Carpenter, Ph.D., P.Geo.
President & CEO

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