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Prospector Metals and BeMetals Announce Subscription Receipt Financing

VANCOUVER, BC / ACCESS Newswire / May 28, 2026 / Prospector Metals Corp. ("Prospector") (TSXV:PPP) (OTCQB:PMCOF) (Frankfurt:1ET0) and BeMetals Corp.

articleBemetals Corp.May 28, 20264/news/prospector-metals-and-bemetals-announce-subscription-receipt-financing
Prospector Metals and BeMetals Announce Subscription Receipt Financing

About this update from Bemetals Corp.

VANCOUVER, BC / ACCESS Newswire / May 28, 2026 / Prospector Metals Corp. ("Prospector") (TSXV:PPP) (OTCQB:PMCOF) (Frankfurt:1ET0) and BeMetals Corp. ("BeMetals" and, together with Prospector, the "Companies") (TSXV:BMET) (OTCQB:BMTLF) (Frankfurt:1OI.F) 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,...

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