BULLETIN V2026-2605
PROSPECTIVA RESOURCES LTD. ("PSVA")
[formerly Pentagon I Capital Corp. ("PNTI.P")]
BULLETIN TYPE: Qualifying Transaction-Completed/New Symbol, Private Placement-Brokered, Private Placement-Non-Brokered, Name Change and Consolidation, Resume Trading
BULLETIN DATE: August 12, 2026
TSX Venture Tier 2 Company
Qualifying Transaction
TSX Venture Exchange (the "Exchange") has accepted for filing the Qualifying Transaction ("QT") of Pentagon I Capital Corp. (the "Company") described in its Filing Statement dated July 31, 2026. As a result, on Friday, August 14, 2026, the Company will no longer be considered a Capital Pool Company.
The QT includes the following:
- Pursuant to a transaction agreement dated July 7, 2026, as amended July 30, 2026, the Company has acquired all the outstanding securities of Prospectiva Resources Ltd. ("PRL").
- The Company issued an aggregate of 20,403,655 common shares to the previous shareholders of PRL, excluding the common shares issued under the private placement described below.
- The Company proceeded with a name change and a consolidation as further described below.
For further information, please refer to the Company's Filing Statement dated July 31, 2026 and to the Company's news release dated February 5, 2026, June 18, 2026, July 7, 2026, July 31, 2026, August 5, 2026 and August 11, 2026.
Private Placement - Brokered and Non-Brokered
Prior to the completion of the QT, PRL completed a private placement of subscription receipts resulting in the issuance of the following securities in the Resulting Issuer.
Financing Type: Brokered and Non-Brokered Private Placement
Gross Proceeds: $3,681,483
Offering: 4,545,041 Listed Shares with 4,545,041 warrants
Offering Price: $0.81 per Listed Share
Warrant Exercise Terms: $1.13 per Listed Share for a 24-month period
Commission in securities: an aggregate of 202,713 non-transferable broker warrants exercisable at $0.81 for a 24-month period
Disclosure: Refer to the Company's news releases dated June 18, 2026.
Name Change and Consolidation
Following a resolution of shareholders passed on August 27, 2025, the Company has consolidated its capital on the basis of 5.8725 old shares for 1 new share and changed its name from Pentagon I Capital Corp. to Prospectiva Resources Ltd.
Effective at the opening on Friday, August 14, 2026, the common shares of Prospectiva Resources Ltd. will commence trading on TSX Venture Exchange on a consolidated basis, and the common shares of Pentagon I Capital Corp. will be delisted.
Resume Trading
Further to the bulletin dated February 5, 2026, effective at the opening on Friday, August 14, 2026, the common shares of Prospectiva Resources Ltd. will commence trading on the TSX Venture Exchange (on a consolidated basis) under the symbol "PSVA", and the common shares of Pentagon I Capital Corp. (PNTI.P) will be delisted.
Post-Consolidation and
Post-Transactional
Capitalization: Unlimited number of common shares with no par value of which
25,936,350 common shares are issued and outstanding.
Escrow: 10,583,185 common shares (including 476,800 CPC escrowed shares)
of which 1,177,518 common shares are released as at the date of this bulletin
Transfer Agent: Marrelli Trust Company Limited
Trading Symbol: PSVA (new)
CUSIP Number: 74360H 10 1 (new)
The Resulting Issuer is classified as a "mining and quarrying, except oil and gas" company (NAICS: 212).
Company Contact: Dan James, CEO & Director
Company Address: 110 Yonge Street, Suite 1601, Toronto ON M5C 1T4
Company Phone Number: +44 7972 579188
Company Website: prospectiva-resources.com
Company Email Address: info@prospectiva-resources.com
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