BULLETIN V2026-2804
LIGHTNING RESOURCE CORP. ("LTNG")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement
BULLETIN DATE: September 2, 2026
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation relating to a Share Purchase Agreement dated April 15, 2026, as amended July 31, 2026 (the "Agreements"), among Lightning Resource Corp. (formerly BeMetals Corp.) (the "Company"), Prospector Metals Corp. (the "Vendor"), and Lightning Exploration Corp. (formerly Prospector Subco Ltd.) ("Subco"). Pursuant to the terms of the Agreements, the Company acquired all of the issued and outstanding common shares of Subco, a wholly-owned subsidiary of the Vendor (the "Acquisition"). Subco holds the Vendor's non-Yukon mineral exploration projects, comprising a 100% interest in the Savant, Devon, and Whitton mineral properties in Ontario, the TooGood project in Newfoundland, marketable securities consisting of 5,367,000 common shares of TooGood Gold Corp., potential future share option payments under an option agreement with TooGood Gold Corp., a proprietary geological database relating to gold deposits in Ontario and Quebec, and $150,000 of funding related to a government grant for the Devon Project. In consideration for the acquisition, the Company issued 29,400,000 common shares to the Vendor.
Concurrently with closing the Acquisition, the Company completed a three-cornered amalgamation pursuant to an amalgamation agreement dated June 11, 2026, as amended July 31, 2026, with Subco, the Vendor, and Lightning Subreceipt Financing Corp. ("Finco") whereby Finco and Subco completed an amalgamation, and the corporation formed as a result of such amalgamation is a wholly owned subsidiary of the Company. In connection with the amalgamation, Finco closed a non-brokered private placement of 8,000,000 subscription receipts at $0.50 per subscription receipt for gross proceeds of $4,000,000, which subscription receipts converted into 8,000,000 Finco units, each unit consisting of one Finco common share and one-half of one Finco share purchase warrant. In connection with the financing, finders' fees of $180,000 in cash and 360,000 non-transferable Finco finder warrants were paid. Upon closing of the amalgamation, the Finco shares, Finco warrants, and Finco finder warrants were exchanged on a 1:1 basis for Company shares, Company warrants, and non-transferable Company finder warrants, respectively. Each Company warrant and finder warrant is exercisable to acquire one Company share at $0.62 per share for one year from conversion, subject to acceleration rights.
The transaction is Non-Arm's Length in nature.
For further information, refer to the Company's news releases dated April 16, 2026, May 20, 2026, May 28, 2026, July 27, 2026, July 31, 2026, August 28, 2026 and September 2, 2026 available under the Company's profile on SEDAR+.
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