Star Metro - Prospectiva Resources Ltd. Completes Qualifying Transaction

TORONTO, ON / ACCESS Newswire / August 11, 2026 / Prospectiva Resources Ltd. ("Prospectiva" or the "Resulting Issuer") (formerly Pentagon I Capital Corp. ("Pentagon")) is pleased to announce the completion of its previously announced business combination (the "Transaction") with Prospectiva Resources Ltd. ("Prospectiva UK"), 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 (the "CPC Policy") of the TSX Venture Exchange (the "TSXV").

The Resulting Issuer has changed its name from "Pentagon I Capital Corp." to "Prospectiva Resources Ltd." (the "Name Change"). Prospectiva has made its final submission to the TSXV pursuant to CPC Policy to seek final TSXV acceptance of the Transaction. It is anticipated the common shares of the Resulting Issuer (the "Resulting Issuer Shares") are expected to commence trading on the TSXV under the symbol "PSVA" on or about August 14, 2026 (the "Trading Date"), subject to the Resulting Issuer fulfilling all of the requirements of the TSXV. Trading of Prospectiva's shares will remain halted until such time as the TSXV 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 (the "Definitive Agreement") among Pentagon, Prospectiva UK and the shareholders of Prospectiva UK. 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 UK, to form an amalgamated corporation ("Amalco"), and Pentagon acquired all of the issued and outstanding ordinary shares of Prospectiva UK (the "Prospectiva Ordinary Shares").

As consideration for the acquisition of all of the outstanding securities of Prospectiva UK, holders of Prospectiva Ordinary Shares received one (1) Resulting Issuer Share for each one (1) Prospectiva Ordinary Share held, on a post-Consolidation basis. As a result of the foregoing, Prospectiva UK and Amalco are each wholly owned subsidiaries of the Resulting Issuer, and Terra Firme Exploração Mineral Ltda., which owns a 100% 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 (the "Pentagon Shares") on the basis of one (1) post-consolidation Pentagon Share for every 5.8725 pre-consolidation Pentagon Shares (the "Consolidation") 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 August 27, 2025.

Upon completion of the Transaction, the Resulting Issuer carries on the existing business of Prospectiva UK as a mineral exploration company focused on the exploration of the 100% owned Borborema Project located in the states of Pernambuco and Paraíba, in northeast Brazil (the "Borborema Project").

For further information regarding the Transaction, readers are referred to the filing statement of the Resulting Issuer dated July 31, 2026 (the "Filing Statement"), prepared in accordance with the requirements of the TSXV and available under the Resulting Issuer's SEDAR+ profile at www.sedarplus.ca.

The Offering

In connection with the Transaction, Prospectiva UK and Pentagon previously completed, through Finco, a private placement of an aggregate of 4,545,041 subscription receipts of Finco (the "Subscription Receipts") at a price of C$0.81 per Subscription Receipt for aggregate gross proceeds of $3,681,483 (the "Offering"). The Offering was comprised of a brokered private placement of 2,895,900 Subscription Receipts for gross proceeds of C$2,345,679 led by Paradigm Capital Inc., as sole agent and bookrunner (the "Agent"), and a non-brokered private placement of 1,649,141 Subscription Receipts for gross proceeds of C$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 (a "Finco Share") and one common share purchase warrant of Finco (a "Finco Warrant"). 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 (a "Resulting Issuer Warrant"). Each Resulting Issuer Warrant is exercisable for one Resulting Issuer Share at an exercise price of C$1.13 per share for a period of twenty-four (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 C$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 C$0.81 per share for a period of twenty-four (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, 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 Jeremy Martin as Executive Chairman, Daniel 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 TSXV) 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 ("Policy 5.4") and pursuant to a TSXV Form 5D escrow agreement, between Prospectiva, Marrelli Trust Company Limited, as escrow agent, and such Principals. Pursuant to Policy 5.4, 10% of the escrowed shares will be released at the time of the final bulletin of the TSXV (the "Final Exchange Bulletin"), 15% of the escrowed shares will be released 6 months from the Final Exchange Bulletin, 15% of the escrowed shares will be released 12 months from the Final Exchange Bulletin, 15% of the escrowed shares will be released 18 months from the Final Exchange Bulletin, 15% of the escrowed shares will be released 24 months from the Final Exchange Bulletin, 15% of the escrowed shares will be released 30 months from the Final Exchange Bulletin, and 15% 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 (the "CPC Escrow Agreement"), with the TSXV and Marrelli Trust Company Limited, as escrow agent, in respect of 476,784 Resulting Issuer Shares. Under the terms of the CPC Escrow Agreement, 25% of the escrowed securities will be released at the time of the Final Exchange Bulletin, with an additional 25% released on each 6 month anniversary thereafter.

Early Warning Reporting

Following completion of the Transaction, Jeremy Martin owns or exercises control or direction over 5,291,595 Resulting Issuer Shares, representing approximately 20.94% of the Resulting Issuer Shares, and Daniel James owns or exercises control or direction over 5,291,590 Resulting Issuer Shares, representing approximately 20.94% of the Resulting Issuer Shares issued and outstanding, in each case calculated on a partially diluted basis.

Messrs. Martin and 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 Messrs. Martin and James in connection with the foregoing will be filed under Prospectiva's SEDAR+ profile at www.sedarplus.ca and may also be obtained by contacting Daniel James, CEO, at [email protected]. The head office of Prospectiva is located at 1601-110 Yonge Street, Toronto, Ontario M5C 1T4.

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. Prospectiva'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 Prospectiva'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.

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

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 at www.sedarplus.ca.

For more information, please contact:
Daniel James, Chief Executive Officer
Prospectiva Resources Ltd.
[email protected]

Forward-Looking Statements Disclaimer

Certain information in this press release may contain forward-looking statements, including statements regarding the receipt of final TSXV acceptance of the Transaction, the exploration plans of Prospectiva, and the listing and commencement of trading of the Resulting Issuer common 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 final TSXV acceptance of the Transaction, and general economic and market conditions. Actual results might differ materially from results suggested in any forward-looking statements. The Resulting Issuer 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 the Resulting Issuer. Additional information identifying risks and uncertainties is contained in filings made with the Canadian securities regulators, which filings are available at www.sedarplus.ca

The listing and commencement of trading of the Resulting Issuer Shares on the TSXV remain subject to a number of conditions, including final TSXV acceptance of the Qualifying Transaction and the fulfilment of all of the requirements of the TSXV. There can be no assurance that final TSXV acceptance will be obtained or that the Resulting Issuer Shares will resume trading on the timeline anticipated 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.

The TSXV has in no way passed upon the merits of the Qualifying 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 Resulting Issuer Shares will remain halted until such time as permission to resume trading has been obtained from the TSXV. The Resulting Issuer is a reporting issuer in Alberta, British Columbia and Ontario.

SOURCE: Prospectiva Resources Ltd.

View the original press release on ACCESS Newswire

O.Lessard--SMC