Star Metro - Pentagon I Capital Corp. Announces Conditional Acceptance of Qualifying Transaction with Prospectiva Resources Ltd.

TORONTO, ON / ACCESS Newswire / July 31, 2026 / Pentagon I Capital Corp. (TSXV:PNTI.P) ("Pentagon"), a capital pool company under TSX Venture Exchange (the "TSXV") Policy 2.4 (the "CPC Policy"), is pleased to announce that, further to its news releases dated February 5, 2026, June 18, 2026 and July 7, 2026 describing a business combination (the "Proposed Transaction") with Prospectiva Resources Ltd. ("Prospectiva"), it has received conditional approval from the TSXV for the Proposed Transaction as Pentagon's "Qualifying Transaction", as such term is defined in the CPC Policy.

The Proposed Transaction is being completed pursuant to a definitive agreement dated July 7, 2026 (the "Definitive Agreement") among Pentagon, Prospectiva and the shareholders of Prospectiva. Pursuant to the Definitive Agreement, Pentagon will acquire all of the issued and outstanding securities of Prospectiva in exchange for securities of Pentagon. In connection with the Proposed Transaction, Pentagon will file a filing (the "Filing Statement") which will be available for review, along with the Definitive Agreement, under Pentagon's SEDAR+ profile at www.sedarplus.ca. Further information concerning Pentagon, Prospectiva, the Resulting Issuer (as defined below) and the Proposed Transaction will be contained in the Filing Statement and investors are encouraged to review the Filing Statement.

Prior to closing of the Proposed Transaction, it is expected that Pentagon will consolidate its outstanding common shares on the basis of one (1) post-consolidation share for every 5.8725 pre-consolidation shares (the "Consolidation") and will change its name to "Prospectiva Resources Ltd." (or such other name as Prospectiva may determine) (the "Name Change").

As previously announced, Prospectiva completed a financing through its wholly-owned subsidiary, Prospectiva Canada Finco Inc. ("Finco"), of an aggregate of 4,545,041 subscription receipts (the "Subscription Receipts") at a price of $0.81 per Subscription Receipt for aggregate gross proceeds of $3,681,483 (the "Offering"). Paradigm Capital Inc. ("Paradigm") acted as sole agent and bookrunner for the Offering. Upon satisfaction of the escrow release conditions related to the Offering, each Subscription Receipt will convert into, without payment of additional consideration, one (1) common share of Finco and one (1) common share purchase warrant of Finco, which will be exchanged for one (1) common share of the Resulting Issuer (a "Resulting Issuer Share") and one (1) common share purchase warrant of the Resulting Issuer (a "Resulting Issuer Warrant"), respectively, upon the completion of the Proposed Transaction, with each Resulting Issuer Warrant exercisable at $1.13 per Resulting Issuer Share for 24 months following issuance. Additional details of the Offering are set out in Pentagon's news release dated July 7, 2026.

The Resulting Issuer will be a mining issuer focused on exploration of the 100%-owned Borborema Project. Subject to final approval of the TSXV, it is expected that the Resulting Issuer will be listed on the TSXV as a Tier 2 Mining issuer and that the Resulting Issuer Shares will trade under the symbol "PSVA". On July 30, 2026, the parties entered into an extension agreement to extend the outside closing date under the Definitive Agreement from July 31, 2026 to August 28, 2026.

Subject to satisfaction of all conditions and approvals in accordance with the terms of the Definitive Agreement, including final acceptance by the TSXV of the Proposed Transaction as Pentagon's Qualifying Transaction and its approval of the listing of the Resulting Issuer Shares on the TSXV, the Proposed Transaction is expected to close around mid-August. The common shares of Pentagon are currently halted from trading and are expected to remain halted until completion of the Proposed Transaction.

Information about the capital structure of the Resulting Issuer and the proposed board of directors and senior management team of the Resulting Issuer can be found in Pentagon's news release dated July 7, 2026.

About Prospectiva Resources Ltd.

Prospectiva Resources is a Brazil-focused copper and gold exploration company advancing a district-scale portfolio of 100%-owned projects across the highly prospective but underexplored Borborema Belt in north-east Brazil. The Company's land package comprises 35 mineral exploration licences covering approximately 335km² across the states of Pernambuco and Paraíba and is anchored by its flagship São Francisco Copper-Gold Project.

São Francisco is the Company's priority exploration asset, where historical drilling has defined a high-grade, copper-dominant mineralised system extending over approximately 2km 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 7.50m at 6.41% Cu and 0.36g/t Au, and 7.53m at 3.83% Cu and 0.36g/t Au.

Prospectiva will be undertaking a 2,500m diamond drilling programme in 2026 designed to infill key zones of high-grade near-surface copper mineralisation and drill test key new conductive targets across the main 3km São Francisco Copper-Gold Project. The programme is designed to support the definition of an initial Mineral Resource Estimate (MRE) in 2027.

About Pentagon I Capital Corp.

Pentagon is a capital pool company created pursuant to the policies of the TSXV. It does not own any assets, other than cash or cash equivalents and its rights under the binding letter agreement with Prospectiva. The principal business of Pentagon is to identify and evaluate opportunities for the acquisition of an interest in assets or businesses and, once identified and evaluated, to negotiate an acquisition or participation subject to acceptance by the TSXV so as to complete a Qualifying Transaction in accordance with the policies of the TSXV.

Qualified Person

The scientific and technical information contained in this press release has been reviewed and approved by Robert Selwyn, CGeol, MGeol, FGS, a Qualified Person as defined by NI 43-101. Mr. Selwyn is a non-independent consultant to Prospectiva Resources Ltd.

Additional Information

All information contained in this news release with respect to Pentagon and Prospectiva was supplied by the respective parties for inclusion herein, without independent review by the other party, and each party and its directors and officers have relied on the other party for any information concerning the other party.

For further details, see Pentagon's news releases dated February 5, 2026, June 18, 2026 and July 7, 2026 and the Filing Statement to be filed under Pentagon's SEDAR+ profile at www.sedarplus.ca.

Forward-Looking Statements Disclaimer

Certain information in this press release may contain forward-looking statements, including statements regarding the terms, conditions and completion of the Proposed Transaction (including the conversion of the Subscription Receipts), the anticipated filing of the filing statement and receipt of final TSXV acceptance of the Proposed Transaction, the exploration plans of Prospectiva, statements concerning the Proposed Transaction and the Definitive Agreement (including the completion, structure, terms and timing thereof), the Consolidation and Name Change and the listing and commencement of trading of the Resulting Issuer Shares on the TSXV as a Tier 2 Mining issuer under the symbol "PSVA". This information is based on current expectations that are subject to significant risks and uncertainties that are difficult to predict, including risks associated with obtaining required regulatory approvals for the Proposed Transaction, the ability to satisfy the escrow release conditions and complete the conversion of the Subscription Receipts on the terms proposed or at all, and general economic and market conditions. Actual results might differ materially from results suggested in any forward-looking statements. Pentagon assumes no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those reflected in the forward looking-statements unless and until required by securities laws applicable to Pentagon. Additional information identifying risks and uncertainties is contained in filings by Pentagon with the Canadian securities regulators, which filings are available at www.sedarplus.ca

Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the Filing Statement prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The TSXV has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this news release. Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

The Pentagon Shares will remain halted until such time as permission to resume trading has been obtained from the TSXV. Pentagon is a reporting issuer in Alberta, British Columbia, and Ontario.

For more information about Pentagon, please contact Estanislao Auriemma at +54 911 49980623

For more information about Prospectiva please contact Dan James at [email protected]

SOURCE: Pentagon I Capital Corp.

View the original press release on ACCESS Newswire

T. MacDonald--SMC