Mr. Daniel James reports

PROSPECTIVA RESOURCES LTD. COMPLETES QUALIFYING TRANSACTION

Prospectiva Resources Ltd., formerly Pentagon I Capital Corp., has completed its previously announced business combination with Prospectiva Resources Ltd. (Prospectiva U.K.), a privately held mineral exploration company focused on copper and gold exploration in Brazil. The qualifying transaction constitutes Pentagon's qualifying transaction under Policy 2.4, Capital Pool Companies (CPC), of the TSX Venture Exchange.

The resulting issuer has changed its name from Pentagon I Capital to Prospectiva Resources. Prospectiva has made its final submission to the TSX-V pursuant to CPC policy to seek final TSX-V acceptance of the transaction. It is anticipated the common shares of the resulting issuer are expected to commence trading on the TSX-V under the symbol PSVA on or about Aug. 14, 2026, subject to the resulting issuer fulfilling all of the requirements of the TSX-V. Trading of Prospectiva's shares will remain halted until such time as the TSX-V may determine, having regard to the completion of certain requirements pursuant to the CPC policy.

The transaction

The transaction was completed in accordance with the terms of a definitive agreement dated July 7, 2026, among Pentagon, Prospectiva U.K. and the shareholders of Prospectiva U.K. Pursuant to the definitive agreement, a wholly owned subsidiary of Pentagon incorporated under the laws of the Province of Ontario (Subco) amalgamated with Prospectiva Canada Finco Inc. (Finco), a wholly owned subsidiary of Prospectiva U.K., to form an amalgamated corporation (Amalco), and Pentagon acquired all of the issued and outstanding ordinary shares of Prospectiva U.K.

As consideration for the acquisition of all of the outstanding securities of Prospectiva U.K., holders of Prospectiva ordinary shares received one resulting issuer share for each Prospectiva ordinary share held, on a postconsolidation basis. As a result of the foregoing, Prospectiva U.K. and Amalco are each wholly owned subsidiaries of the resulting issuer, and Terra Firme Exploracao Mineral Ltda., which owns a 100-per-cent interest in the Borborema project, has become an indirect wholly owned subsidiary of the resulting issuer.

Prior to the completion of the transaction, Pentagon consolidated the issued and outstanding common shares of Pentagon on the basis of one postconsolidation Pentagon share for every 5.8725 preconsolidation Pentagon shares and completed the name change. Shareholder approval for the consolidation and name change was obtained at Pentagon's annual general and special meeting of shareholders held on Aug. 27, 2025.

Upon completion of the transaction, the resulting issuer carries on the existing business of Prospectiva U.K. as a mineral exploration company focused on the exploration of the 100-per-cent-owned Borborema project, located in the states of Pernambuco and Paraiba, in northeastern Brazil.

For further information regarding the transaction, readers are referred to the filing statement of the resulting issuer dated July 31, 2026, prepared in accordance with the requirements of the TSX-V and available under the resulting issuer's SEDAR+ profile.

The offering

In connection with the transaction, Prospectiva U.K. and Pentagon previously completed, through Finco, a private placement of an aggregate of 4,545,041 subscription receipts of Finco at a price of 81 cents per subscription receipt for aggregate gross proceeds of $3,681,483. The offering comprised a brokered private placement of 2,895,900 subscription receipts for gross proceeds of $2,345,679 led by Paradigm Capital Inc., as sole agent and bookrunner, and a non-brokered private placement of 1,649,141 subscription receipts for gross proceeds of $1,335,804.21.

In connection with the completion of the transaction, the escrow release conditions applicable to the offering were satisfied and, accordingly, each subscription receipt was converted, without payment of additional consideration and without further action on the part of the holder, into one common share of Finco and one common share purchase warrant of Finco. Upon completion of the transaction, each Finco share was exchanged for one resulting issuer share and each Finco warrant was exchanged for one common share purchase warrant of the resulting issuer. Each resulting issuer warrant is exercisable for one resulting issuer share at an exercise price of $1.13 per share for a period of 24 months following the date of issuance, subject to adjustment in certain events.

Upon satisfaction of the escrow release conditions, the escrowed proceeds of the offering, together with the balance of the agent's cash commission held in escrow, were released. As consideration for its services in connection with the brokered portion of the offering, the agent received a cash commission of $164,197.54 and 202,713 broker warrants of Finco, which broker warrants were exchanged for an equivalent number of common share purchase warrants of the resulting issuer on a one-for-one basis upon completion of the transaction. Each such warrant is exercisable to purchase one resulting issuer share at a price of 81 cents per share for a period of 24 months from the closing date of the brokered private placement.

The net proceeds of the offering are expected to be used for exploration of the Borborema project, for property payments, and for general corporate and working capital purposes.

Consolidated capitalization

After giving effect to the transaction, the consolidation and the offering, the following securities of the resulting issuer are issued and outstanding as of the date hereof: (i) 25,936,350 resulting issuer shares; (ii) 4,745,256 resulting issuer common share purchase warrants; (iii) 253,799 resulting issuer compensation warrants; and (iv) 1,098,765 stock options of the resulting issuer.

Board of directors and management

In connection with the completion of the transaction, the board of directors of the resulting issuer was reconstituted to consist of Daniel James, Jeremy Martin, Kate DaSilva and Rolf Georg Fuchs. The senior management team of the resulting issuer consists of Mr. Martin as executive chairman, Mr. James as chief executive officer, and Jennie Ly as chief financial officer and corporate secretary. Further information about each of these individuals, including biographies, can be found in the news release dated July 7, 2026.

Escrowed shares

On completion of the transaction, certain principals (as defined in the policies of the TSX-V) of the resulting issuer holding an aggregate of 10,583,185 resulting issuer shares are subject to escrow in accordance with Section 6.2 of Policy 5.4, Escrow, Vendor Consideration and Resale Restrictions of the Exchange, and pursuant to a TSX-V Form 5D escrow agreement, between Prospectiva, Marrelli Trust Company Ltd., as escrow agent, and such principals. Pursuant to Policy 5.4, 10 per cent of the escrowed shares will be released at the time of the final bulletin of the TSX-V, 15 per cent of the escrowed shares will be released six months from the final exchange bulletin, 15 per cent of the escrowed shares will be released 12 months from the final exchange bulletin, 15 per cent of the escrowed shares will be released 18 months from the final exchange bulletin, 15 per cent of the escrowed shares will be released 24 months from the final exchange bulletin, 15 per cent of the escrowed shares will be released 30 months from the final exchange bulletin and 15 per cent of the escrowed shares will be released 36 months from the final exchange bulletin.

Certain current and/or former shareholders of Prospectiva are subject to an escrow agreement dated May 13, 2022, with the TSX-V and Marrelli Trust Company, as escrow agent, in respect of 476,784 resulting issuer shares. Under the terms of the CPC escrow agreement, 25 per cent of the escrowed securities will be released at the time of the final exchange bulletin, with an additional 25 per cent released on each six-month anniversary thereafter.

Early warning reporting

Following completion of the transaction, Mr. Martin owns or exercises control or direction over 5,291,595 resulting issuer shares, representing approximately 20.94 per cent of the resulting issuer shares, and Mr. James owns or exercises control or direction over 5,291,590 resulting issuer shares, representing approximately 20.94 per cent of the resulting issuer shares issued and outstanding, in each case calculated on a partially diluted basis.

Mr. Martin and Mr. James acquired the resulting issuer shares for investment purposes, and each intends to review his investment in Prospectiva from time to time, and may, depending on escrow requirements, market conditions and other factors, acquire additional securities of Prospectiva, dispose of all or a portion of the securities of Prospectiva that he currently owns or controls, or otherwise change his intentions.

A copy of the early warning report required to be filed by each of Mr. Martin and Mr. James in connection with the foregoing will be filed under Prospectiva's SEDAR+ profile and may also be obtained by contacting Mr. James at info@prospectiva-resources.com. The head office of Prospectiva is located at Suite 1601, 110 Yonge St., Toronto, Ont., M5C 1T4.

About Prospectiva Resources Ltd.

Prospectiva Resources is a Brazil-focused copper and gold exploration company advancing a district-scale portfolio of 100-per-cent-owned projects across the highly prospective but underexplored Borborema belt in northeastern Brazil. Prospectiva's land package comprises 35 mineral exploration licences covering approximately 335 square kilometres across the states of Pernambuco and Paraiba, and is anchored by its flagship Sao Francisco copper-gold project.

Sao Francisco is Prospectiva's priority exploration asset, where historical drilling has defined a high-grade, copper-dominant mineralized system extending over approximately two kilometres of strike, with significant exploration upside along strike and at depth. Approximately 5,900 metres of historical diamond drilling has been completed, including intercepts of 7.50 metres at 6.41 per cent copper (Cu) and 0.36 gram per tonne (g/t) gold (Au), and 7.53 m at 3.83 per cent Cu and 0.36 g/t Au.

Prospectiva will be undertaking a 2,500-metre diamond drilling program in 2026 designed to infill key zones of high-grade near-surface copper mineralization and drill test key new conductive targets across the main three-kilometre Sao Francisco copper-gold project. The program is designed to support the definition of an initial mineral resource estimate (MRE) in 2027.

Qualified person

The scientific and technical information contained in this news release has been reviewed and approved by Robert Selwyn, CGeol, MGeol, FGS, a qualified person as defined by National Instrument 43-101. Mr. Selwyn is a non-independent consultant to Prospectiva Resources.

Additional information

Additional information with respect to the resulting issuer and the qualifying transaction is available in the filing statement, which is available under the resulting issuer's SEDAR+ profile.

We seek Safe Harbor.