Dr. Rob Carpenter of Prospector Metals reports
PROSPECTOR COMPLETES RETURN OF CAPITAL
Prospector Metals Corp. has completed the return of capital previously announced in the company's news releases dated April 16, May 20, July 31, Aug. 28 and Sept. 2, 2026, and Lightning Resource Corp. has made early warning disclosure of certain insiders of Lightning pursuant to the return of capital.
As previously disclosed, pursuant to the return of capital, Prospector has disposed of ownership and control of 29.4 million common shares of Lightning (suite 3400 -- 666 Burrard St., Vancouver, B.C., V6C 2X8) to the holders of its common shares as a one-time special distribution as a return of capital on the basis of 0.174977 of a Lightning share for each common share of Prospector held at a deemed price of 52 cents per Lightning share. All fractional Lightning shares were rounded down to the nearest whole Lightning share with no consideration being provided for the fractional Lightning shares cancelled.
Immediately prior to the return of capital, Prospector held ownership and control over 29.4 million Lightning shares, representing approximately 43.98 per cent of the issued and outstanding common share in the capital of Lightning. Following completion of the return of capital, Prospector holds ownership or control over zero per cent of the issued and outstanding common shares of Lightning. Prospector currently has no present intention to acquire any additional common shares or other securities in the capital of Lightning, however, may in the future acquire additional securities a in the capital of Lightning in connection with a corporate transaction involving Prospector or any of its affiliates, as market circumstances may warrant. The prospectus exemption relied on by Prospector for the distribution of the common shares of Lightning under the return of capital is Section 2.31(2) of National Instrument 45-106 -- Prospectus Exemptions. A copy of the early warning report filed by Prospector in connection with disposition pursuant to the return of capital will be available on Lightning's SEDAR+ profile and may also be obtained by contacting Danica Topolewski, corporate secretary of Prospector at 778-726-3356.
Lightning has been advised by B2Gold Corp. that it has acquired 5,464,904 Lightning shares in the return of capital distribution, subject to rounding on settlement. Prior to the return of capital, B2Gold held 10,872,629 common shares of Lightning, representing approximately 36.93 per cent of the Lightning's issued and outstanding common shares as of Sept. 1, 2026. As previously announced on Sept. 2, 2026, Lightning issued the 29.4 million Lightning shares to Prospector as consideration for the acquisition of Prospector's non-Yukon assets and issued eight million common shares in connection with the financing (as defined and described in the Lightning's news release dated Sept. 2, 2026). As a result of those share issuances, B2Gold's ownership interest in Lightning was diluted to approximately 16.27 per cent on a non-diluted basis. Immediately following the return of capital, B2Gold holds 16,337,533 common shares of Lightning, representing approximately 24.44 per cent of Lightning's currently issued and outstanding common shares on a non-diluted basis. B2Gold has acquired the common shares of Lightning for investment purposes as part of its strategy of acquiring strategic positions in prospective opportunities. B2Gold will evaluate its investment in Lightning from time to time and may, based on such evaluation, market conditions and other circumstances, increase or decrease shareholdings as circumstances require through market transactions, private agreements or otherwise. The prospectus exemption relied on by Prospector for the distribution of the common shares of Lightning under the return of capital is Section 2.31(2) of National Instrument 45-106 -- Prospectus Exemptions. A copy of the early warning report filed by B2Gold in connection with the return of capital will be available on Lightning's SEDAR+ profile and may also be obtained by contacting Jacqlin Anthony, vice-president, general counsel, of B2 Gold at 1-604-681-8371. B2Gold's head office is located at suite 3400, 666 Burrard St., Vancouver, B.C., V6C 2X8.
About Prospector Metals Corp.
Prospector Metals is a proud member of Discovery Group and focuses on district-scale, early stage exploration of gold and base metal prospects. The company creates shareholder value through new discoveries and identifies underexplored or overlooked mineral districts displaying important structural and mineralogical occurrences similar to more established mining operations. Prospector is currently concentrating its efforts on its ML project in Yukon where it has discovered a high-grade gold-copper-silver zone (see news release dated Oct. 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.
About Lightning Resource Corp.
Lightning Resource is a Canadian, precious and base metals exploration company focused on advancing its portfolio of high-potential mineral projects, while continuing to evaluate additional acquisition opportunities. Lightning's immediate focus is exploration of the Savant gold project with district-scale potential to host both iron formation-hosted and shear-hosted gold systems of size. This is a proven mining region with current operations including the Red Lake and Musselwhite mines. Lightning also holds interest in gold and base metals exploration projects located in Ontario, Newfoundland, Japan and Zambia.
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