(via TheNewswire)

Vancouver, BC – May 28, 2026 – TheNewswire – Panorama Capital Corp. (TSX.V: PANO.P) (“ Panorama ” or the “ Company ”) is pleased to provide an update related to: (i) the exploration program of Mogul Mountain Ventures Corporation (“ Mogul ”), a private Nevada-focused gold-silver mineral exploration company, and (ii) its previously announced proposed business combination (“ Proposed Transaction ”) with Mogul.

The Company and Mogul are well advanced on their listing application with the TSX Venture Exchange (the “ Exchange ”) related to the Proposed Transaction. The parties continue to advance regulatory initiatives, including legal documentation, technical reporting, audited financial statements, Exchange review and financing-related matters. Mogul and Panorama representatives continue to work closely with legal counsel, auditors, technical consultants and the Exchange to advance the Proposed Transaction efficiently and in accordance with applicable regulatory requirements. The trading symbol ‘MOGL’ has now been reserved with the Exchange. The Exchange has not yet provided its conditional acceptance for the Proposed Transaction.

Rays-West Dome Project Update

Mogul is pleased to announce that the United States Bureau of Land Management has responded to Mogul’s Notices of Intent relating to its proposed exploration programs at the West Dome, Rays Shear, and Voodoo Shear (AP Adit) target areas within Mogul’s Rays–West Dome Project near Tonopah, Nevada (the “ Project ”). The responses permit Mogul to proceed with its proposed drill program comprised of up to 5,000 metres of surface drilling at West Dome and the Rays Shear, as well as underground drilling from within the historic AP Adit targeting the Voodoo Shear mineralized corridor.

During 2025, Mogul successfully reopened the historic AP Adit on the Voodoo Shear at Rays, providing direct underground access to a key mineralized structural corridor. Underground mapping and sampling have assisted Mogul in refining drill targets and advancing its understanding of the broader Voodoo shear system. Mogul anticipates that it will continue to refine its drill targets and finalize exploration plans in advance of the commencement of drilling activities.

In addition to the AP Adit, there are additional historic adits, tunnels, and underground workings across the Rays district. Mogul intends to evaluate the potential reopening of selected workings in the near term as part of its ongoing exploration and drill targeting program.

Financing Update

In connection with the Proposed Transaction, Panorama announces the launch of a non-brokered private placement offering of post-Consolidation (as defined below) common shares (the “ Panorama Shares ”) at a price of C$0.35/share for gross proceeds of up to C$1.0 million (the “ Offering ”). The Offering is being completed in conjunction with the Proposed Transaction and is intended to closely mirror the terms of the previously announced subscription receipt offering being undertaken by Mogul (the “ Mogul Private Placement ”).  Mogul Mountain anticipates raising a minimum of $4.0 million and up to a maximum of $7.0 million pursuant to the Mogul Private Placement through the issuance of a minimum of 11,428,571 subscription receipts and up to a maximum of 20,000,000 subscription receipts at an offering price of $0.35/subscription receipt offering.

Completion of the Offering is expected to occur concurrently with the completion of the Proposed Transaction, and the net proceeds of the Offering are expected to be used for exploration of Mogul’s Rays-West Dome Project in Nevada and for general corporate and working capital purposes. In connection with the Offering and subject to Exchange acceptance, Panorama may: (i) pay cash finder’s fees to eligible parties of up to 7% of the aggregate gross proceeds from the sale of Panorama Shares, and (ii) issue to finders warrants (each a “ Finders Warrant ”) equal to up to 7% of the aggregate number of Panorama Shares issued under the Offering.   Each Finder Warrant will be exercisable for one (1) post-Consolidation Panorama Share at a price of $0.35/share for a period of twenty-four (24) months from the closing date of the Offering.

The Panorama Shares issued in connection with the Offering will be subject to a statutory hold period of four months and a day following the closing date.

Amendment to Amalgamation Agreement

The Company is also pleased to announce that on May 26, 2026 it amended the terms of the amalgamation agreement dated February 27, 2026 between, Panorama, Mogul and a 1578367 B.C. Ltd., wholly-owned subsidiary of Panorama (as amended, the “ Amalgamation Agreement ”), to extend the outside date for completion of the Proposed Transaction to July 31, 2026.

The completion of the Proposed Transaction is subject to the satisfaction of various conditions that are customary for a transaction of this nature, including but not limited to receipt of all requisite approvals, including the approval of the TSX Venture Exchange (the “ Exchange ”) and the completion of a consolidation of the Panorama Shares on the basis of three (3) pre-consolidation Panorama Shares for every one 1) post-consolidation Panorama Share (the “ Consolidation ”). Subject to satisfaction or waiver of the conditions precedent set forth in the Amalgamation Agreement, Panorama and Mogul anticipate the Proposed Transaction will be completed in the second quarter of 2026. There can be no assurance that the Proposed Transaction will be completed on the terms proposed above or at all.  For further details on Mogul and the Proposed Transaction, please refer to the Company’s news releases dated January 5, 2026 and March 2, 2026.

About Panorama Capital Corp.

Panorama is a capital pool company.  Prior to entering into the Amalgamation Agreement, Panorama did not carry on any active business activity other than reviewing potential transactions that would qualify as Panorama's Qualifying Transaction (as defined in Exchange policy 2.4).

About Mogul

Mogul is a private gold–silver exploration company focused on advancing high-potential precious metals assets in Nevada’s prolific Walker Lane Trend. Mogul’s flagship asset, the 100%-owned, 5,000+ acre Rays–West Dome Project, is located approximately 12 km north of the historic Tonopah mining district and consolidates multiple brownfield targets featuring historic mine workings, high-grade surface mineralization, and district-scale structural features.   The Project hosts two complementary mineral systems: a structurally controlled orogenic gold–silver system at the Rays target, and an epithermal-style gold–silver system within Tertiary volcanic rocks at West Dome. Supported by extensive geophysical and geochemical datasets, visible gold at surface, and a drill-ready structural corridor extending over several kilometres, Mogul is well positioned for discovery Mogul is led by an experienced management and technical team with a strong track record in exploration, capital markets, and value creation.

All information in this news release relating to Mogul is the sole responsibility of Mogul. Management of Panorama has not independently reviewed this disclosure, nor has Panorama's management hired any third-party consultants or contractors to verify such information.

Qualified Person

David Flint, P.Geo., is a Qualified Person (“QP”), as defined by National Instrument 43-101 – Standards of Disclosure for Mineral Projects , for the Company and is an independent Technical Advisor to Mogul. He has reviewed and approved the technical information in this news release.

Cautionary Note

Investors are cautioned that, except as disclosed in the disclosure document containing full, true and plain disclosure regarding the Proposed Transaction, required to be filed with the securities regulatory authorities having jurisdiction over the affairs of the Company, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon.  The trading in the securities of Panorama on the Exchange, if reinstated prior to completion of the Proposed Transaction, should be considered highly speculative.  

For further information on Panorama, please see the Company’s profile and documents available under the Company’s name on SEDAR+ at www.sedarplus.ca . For further information on Mogul, please visit www.mogulmountain.com .

This press release is not an offer of the securities for sale in the United States.  The securities have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an exemption from registration.  This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful.

ON BEHALF OF MOGUL’S BOARD OF DIRECTORS:

Andy Edelmeier

Co-Founder, CEO & Director

Email:    andy@mogulmountain.com

Phone:  (604) 897 8149

www.mogulmountain.com

ON BEHALF OF PANORAMA’S BOARD OF DIRECTORS:

Carson Sedun

President, CEO and Director

Email:        csedun@annapurnaadvisors.com

Phone:        (604) 655-0030

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 press release.

Disclaimer for Forward-Looking Information

This press release contains forward-looking statements and information that are based on the beliefs of management and reflect Panorama's and Mogul’s current expectations. When used in this press release, the words "estimate", "project", "believe", "anticipate", "intend", "expect", "plan", "predict", "may" or "should" and the negative of these words or such variations thereon or comparable terminology are intended to identify forward-looking statements and information. The forward-looking statements and information in this press release include information relating to the business plans of Panorama and Mogul, including the Offering and the Proposed Transaction (including Exchange approval, the closing of the Proposed Transaction and the Offering and the use of proceeds of the Offering) and all other statements that are not historical in nature. Such statements and information reflect the current view of Panorama and Mogul.

By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.

Such factors include, among others, the following risks:

• there is no assurance that the Offering will be completed or as to the actual Offering price or gross proceeds to be raised in connection with the Offering. In particular, the amount raised may be significantly less than the amounts anticipated as a result of, among other things, market conditions and investor behaviour;  

• there is no assurance that Panorama and Mogul will obtain all requisite approvals for the Proposed Transaction, including the approval of their respective shareholders (if required), or the approval of the Exchange (which may be conditional upon amendments to the terms of the Proposed Transaction);  

• following completion of the Proposed Transaction, the Resulting Issuer may require additional financing from time to time in order to continue its operations. Financing may not be available when needed or on terms and conditions acceptable to the Resulting Issuer;  

• new laws or regulations could adversely affect the Resulting Issuer's business and results of operations; and  

• the stock markets have experienced volatility that often has been unrelated to the performance of companies. These fluctuations may adversely affect the price of the Resulting Issuer's securities, regardless of their operating performance.  

There are a number of additional factors that could cause Mogul and Panorama's actual results to differ materially from those indicated or implied by forward-looking statements and information. Such factors include, among others: currency fluctuations; limited business history of Panorama; disruptions or changes in the credit or security markets; results of operation activities and development of projects; project cost overruns or unanticipated costs and expenses, fluctuations in commodity prices, and general market and industry conditions.

Panorama and Mogul caution that the foregoing list of material factors is not exhaustive. When relying on Mogul and Panorama's forward-looking statements and information to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. Panorama and Mogul have assumed that the material factors referred to in the previous paragraph will not cause such forward-looking statements and information to differ materially from actual results or events. However, the list of these factors is not exhaustive and is subject to change and there can be no assurance that such assumptions will reflect the actual outcome of such items or factors.

THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS PRESS RELEASE REPRESENTS THE EXPECTATIONS OF PANORAMA AND MOGUL AS OF THE DATE OF THIS PRESS RELEASE AND, ACCORDINGLY, IS SUBJECT TO CHANGE AFTER SUCH DATE. READERS SHOULD NOT PLACE UNDUE IMPORTANCE ON FORWARD-LOOKING INFORMATION AND SHOULD NOT RELY UPON THIS INFORMATION AS OF ANY OTHER DATE. WHILE PANORAMA MAY ELECT TO, IT DOES NOT UNDERTAKE TO UPDATE THIS INFORMATION AT ANY PARTICULAR TIME EXCEPT AS REQUIRED IN ACCORDANCE WITH APPLICABLE LAWS.

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

Copyright (c) 2026 TheNewswire - All rights reserved.