
Lightning Resource Corp. (TSX-V: LTNG) (OTCQB: BMTLF) (FSE: 1OI1) is pleased to announce the successful completion of the acquisition of certain non-Yukon assets from Prospector Metals Corp. including the Savant Project, Devon Project, Whitton Project and TooGood Project and the release of gross proceeds of $4,000,000 raised under the Financing (as defined below) to the Company.
Strategic Acquisition Positions Lightning as an Emerging Canadian-Focused Explorer
Rob Carpenter, Interim CEO of Lightning, stated: “The Acquisition marks a significant milestone for Lightning, positioning the Company as a rising force in Canada’s gold exploration. Lightning will actively explore the current project portfolio and continue to pursue additional acquisition opportunities to provide further value and growth potential to shareholders.”
The board of directors of Lightning has been reconstituted to consist of Dr. Rob Carpenter (Chair), Andrew Rockandel, Roger Richer, Andrew Brown and Jay Sujir. Additionally, Clive Johnson has joined the Board. The Company will be led by Dr. Carpenter as Interim CEO, and accompanied by Nick Furber as CFO, Kristen Reinertson as Corporate Secretary and Michael Rockandel as VP of Corporate Communications.
Clive Johnson, Director of Lightning, stated: “I’m excited to be part of the vision for Lightning Resource Corp. This Acquisition is the first step towards the goal of building a substantial Canadian-focused gold exploration company, with an emphasis on acquiring and developing advanced stage exploration projects with long-term exploration potential. The newly combined team has great depth, including proven leadership and technical expertise, and a track record of finding new discoveries and advancing projects.”
Portfolio of Subject Assets
The following assets collectively comprise the “Subject Assets” acquired by Lightning pursuant to the Acquisition:
In connection with the completion of the Acquisition, the Company has filed a technical report in respect of the Savant Project titled “Geological Introduction to the Savant Property” with an effective date of August 15, 2026 prepared by Steven Flank, MSc., P. Geo. with the TSX Venture Exchange under its applicable policies and a copy of the Technical Report is available under the Company’s profile on SEDAR+ at www.sedarplus.ca.
The Acquisition
The non-arm’s length Acquisition was completed effective September 2, 2026 through the acquisition of Prospector’s wholly-owned subsidiary Lightning Exploration Corp. (formerly Prospector Subco Ltd.) in consideration for the issuance of 29,400,000 common shares of Lightning pursuant to a share purchase agreement dated April 15, 2026, as amended July 31, 2026, among the Company, Prospector and Subco. Details of the Acquisition were previously disclosed in the Company’s news releases dated April 16, May 20, July 31, and August 28, 2026. The Consideration Shares issued by Lightning pursuant to the Acquisition are not subject to any statutory hold or restricted period under applicable Canadian securities laws and no finder’s fees were paid in connection with the Acquisition.
The Financing
Following completion of the Acquisition, pursuant to an amalgamation agreement dated June 11, 2026 between Lightning, Prospector, Subco and Lightning Subreceipt Financing Corp.:
Each Lightning Warrant is exercisable to acquire one additional Lightning Share at a price of $0.62 until September 2, 2027, subject to acceleration in the event that the closing price of the Lightning Shares on the TSX Venture Exchange is at or above $0.62 for ten consecutive trading days. Details of the non-brokered private placement of the Subscription Receipts completed on July 24, 2026 were previously disclosed in the Company’s news releases dated May 28, July 27 and August 28, 2026.
Finders’ fees in the aggregate amount of $180,000, representing 6% of the gross proceeds raised from, the sale of Subscription Receipts to arm’s length subscribers introduced by the finders, and 360,000 warrants of the Company representing 6% of the number of Subscription Receipts issued to arm’s length subscribers introduced by the finders were paid upon closing of the Acquisition. The Finder Warrants are non-transferable and otherwise have the same terms as the Lightning Warrants.
Roger Richer, Director of Lightning, stated: “Lightning extends its sincere thanks to the directors who are not continuing with the Company following the completion of this Acquisition. Mark Connelly’s leadership, guidance and commitment over the years have been instrumental in advancing the Company’s strategic objectives and positioning it for this next phase of growth. Tom Garagan has brought exceptional depth to the Board through his extensive technical knowledge, industry insight and unwavering dedication to the Company’s success. His thoughtful leadership and respected voice have left a lasting impact on the organization. On behalf of the board and management of Lightning, we acknowledge the valuable contributions of Mr. Connelly and Mr. Garagan and wish them continued success.”
MI 61-101 Disclosure
Insiders of the Company participated in the Financing, subscribing for a total of 50,000 Subscription Receipts, which have now converted into 50,000 Lightning Shares and 25,000 Lightning Warrants, for aggregate proceeds of $25,000. The issuance of these securities to the Participating Insiders of the Company are “related party transactions” under the policies of the TSXV and Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions. The Company is relying on exemptions from the minority shareholder approval and formal valuation requirements applicable to the related party transactions under Sections 5.7(1)(b) and 5.5(b), respectively, of MI 61-101. There has been no prior formal valuation of the Subscription Receipts, Lightning Shares or Lightning Warrants issued as there has not been any necessity to do so. The Financing has been reviewed and unanimously approval by the Company’s board of directors, including the independent directors. In accordance with TSXV policies, the securities issued to the Participating Insiders are subject to a hold period expiring on January 3, 2027. All other Lightning Shares and Lightning Warrants are free from resale restrictions under applicable Canadian securities laws.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
About Lightning Resource Corp.
Lightning Resource Corp. is a Canadian, precious and base metals exploration company focused on advancing its portfolio of high-potential mineral projects, while continuing to evaluate additional acquisition opportunities. The Company’s immediate focus is exploration of the Savant Gold Project with district-scale potential to host both iron formation-hosted and shear-hosted gold systems of size. This is a proven mining region with current operations including the Red Lake and Musselwhite mines. The Company also holds interest in gold and base metals exploration projects located in Ontario, Newfoundland, Japan and Zambia.
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