Panorama Capital Announces Proposed Qualifying Transaction With Mogul Mountain Ventures Corporation, A Nevada-Focused Gold-Silver Mineral Exploration Company
(TheNewswire)
NOT FOR DISTRIBUTION TO UNITEDSTATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Kelowna, BC – TheNewswire- January 5, 2026 – Panorama Capital Corp.(TSX.V:PANO.P) (the “Company” or “Panorama”), a capital poolcompany (“CPC”), is pleased to announce it has entered into anon-binding letter of intent dated December 19, 2025 (the “LOI”)to pursue the acquisition (the “Proposed Transaction”) of MogulMountain Ventures Corporation (“Mogul”). If completed, theProposed Transaction will result in a reverse take-over of the Companyby Mogul, an arms-length privately held Nevada-focused gold-silvermineral exploration company focused on advancing the Rays-West DomeProject (the “Project”) in the Tonopah Trend, Nevada.
Highlights
Strategic Location in an EstablishedMining Jurisdiction, Surrounded by Active Developers andProducers
Nevada: 2nd ranked mining jurisdiction globally by theFraser Institute in 2024(1)
Rays-West Dome Project: 100% owned gold-silver projectcovering over 5,000 acres in Nevada’s Tonopah Trend, a historicprecious metals district that has produced approximately 175 millionoz of silver and 1.86 million oz of gold(2)
Located approximately 75km south of Kinross’ RoundMountain Mine with the following neighbors: Blackrock Silver’sTonopah West Project, Silver47’s Hughes Project, and Viva Gold’sTonopah Gold Project, along with numerous other projects and mines
Experienced and Invested Board ofDirectors, and Technical and Management Teams
Highly accomplished Board of Directors and managementwith a proven track record in public markets, mining MA, finance, andcapital raising expertise
Experienced geological and technical team withsignificant Nevada and large company experience, including multiplepast discoveries and exits
50% insider and associates ownership with over CAD$5million raised privately to date
Combination of Two High PotentialGold-Silver Systems
Orogenic gold-silver lodes at Rays Property withextensive historical underground development with no moderndrilling
Epithermal gold-silver system at West Dome supported byhistorical drilling and open at depth and along strike
Multiple discovery pathways within a consolidateddistrict scale land position
Historic Mining District of Rays-WestDome
Historical gold and silver mining at Rays-West Dome(1902 to 1909), including large-scale mine development at five majorareas with no significant modern exploration
Over 7,000 feet of historic underground workings, majorshafts and a 1,700 foot long development tunnel
Drill-Ready Targets for up to 5,000mDrill Program
Up to 5,000m maiden drill program planned for 2026 on drill-readytargets, including potential drilling from historic underground adits,subject to obtaining necessary permitting
Significant work programs completed on the Project to date, includinghistorical drilling data for 37 holes at West Dome, airbornegeophysics, ground penetrating radar, geochemistry (1,000+ soil/rocksamples), detailed mapping and underground sampling
Close to Established Infrastructurewith Year-Round Project Access
“The Proposed Transaction is amajor milestone for Mogul and comes at an opportune time in a robustprecious metals environment. It is a clear path to the publicmarkets by partnering with a capable and experienced group with publicmarkets and mining expertise,” said Andy Edelmeier,Co-Founder, CEO and Director of Mogul. “We believe the Tonopah Trend is one of the more compellinggold-silver districts in North America and we have assembled adistrict-scale land position, anchored by extensive historicaldevelopment and a robust modern dataset. With two complementarygold-silver systems, multiple drill-ready targets, and an alignedtechnical and capital markets team, we believe Mogul is wellpositioned to create value through systematic exploration anddiscovery.”
“Mogul represents exactly the typeof opportunity Panorama has been looking for – high quality assetsin a Tier 1 jurisdiction with exciting exploration potential backed bycapable, experienced people we trust. The Mogul team has assembled alarge, exciting project package surrounded by notable companies andhas completed methodical exploration work in one of Nevada’s highlyprospective gold-silver districts. These precious metal projects withdistrict scale potential in Tier 1 jurisdictions are increasinglyscarce,” said Carson Sedun, President & CEO and Directorof Panorama. “We are excited aboutthe geological potential and prospectivity of this asset package.Equally important, Mogul brings an experienced and highly credibleBoard, and management and technical team with a proven track record inexploration discoveries. We look forward to working together toadvance the transaction and the building of a successful explorationcompany in one of North America’s most exciting prospectivegold-silver belts.”
About Mogul
Mogul is a privately held Nevada-focused gold-silvermineral exploration company advancing the district scale Rays-WestDome Project, located only 12km north of the town of Tonopah, Nevadain the Walker Lane and Tonopah Trend. Nevada is consistently rankedamong the world’s top mining jurisdictions (2nd globally in2024(1)), offering established infrastructure, transparentpermitting, year-round project access, and a long history of gold andsilver discovery and production.
Mogul has assembled over 5,000 acres across multiplehistoric mining districts, consolidating the former past-producingRays and the West Dome mining areas into a single prospective landpackage. The Project benefits from extensive historical developmentand a robust modern dataset, including historic drilling, airbornemagnetics, ground-based geophysics, detailed geological mapping, andmore than 1,000 soil and rock samples. Mogul is well- positioned withexposure to two complementary gold-silver systems: orogenicgold-silver lodes at Rays and a high-levelepithermal gold-silver system at West Dome, providing multiplediscovery pathways. Mogul is targeting a near-term maiden drillprogram of up to 5,000 metres, following permitting, to test multipledrill-ready targets across both systems. The Company is led by anexperienced management team and Board of Directors with a strong trackrecord of discovery, value creation, mine development, and publiccompany leadership, with insiders and close associates holding morethan 50% ownership, ensuring strong alignment withshareholders.
Figure 1 – Project Location
Figure 2 – Rays-West Dome ClaimMap
Rays Property – Summary
The Rays Property is a cornerstone of Mogul’sconsolidated Rays–West Dome Project, covering approximately 4,700acres of mineral claims in Nevada’s Walker Lane trend. The Projectencompasses multiple zones of known historical gold-silvermineralization and underexplored structural corridors with significantdiscovery potential.
Geological and HistoricalContext
The Rays area includes several past-producing minesfrom the early 1900s, operated by the historical Mogul Mining Companyand Rays Consolidated Mines, which extracted high-grade gold andsilver from quartz vein systems hosted in faulted and shearedPaleozoic rocks. While historical documentation is limited, earlyaccounts reference multi-ounce-per-ton silver grades and visible goldin hand specimens. Mogul geologists have identified five major areasof development (Priest, Rays North, Rangefront, Roosevelt, Ibex) ontwo distinct NNW and N-orientated trends. Numerous additional aditsand shafts have also been identified including 1) a 1,700 ftdevelopment tunnel 2) 3-4 major vertical shafts (>500 ft) 3)numerous shafts <300 ft deep, and 4) 7,000 ft of undergroundworkings as well as a camp at the mine site. Even with this strongmineral endowment and historical development, the Rays area has seenno modern exploration drilling, leaving major structural and geologictargets untested.
Mineralization and StructuralFramework
The Rays target hosts orogenic gold-silvermineralization developed in Paleozoic metamorphic and igneous rocks,underneath a Tertiary volcanic package that elsewhere in the districtis associated with epithermal systems. Mineralization is structurallycontrolled by a network of N-striking verticalfaults, intersecting with NW-trending shear zones, including the Rays,Voodoo, and Blackmont shears.
These structural intersections provide a favorablesetting for the development of quartz-sulfide gold-silver veins andlodes, which appear laterally continuous within the shear zones. Theprimary structure, known as the “Rays Shear”, extends for severalkilometers and hosts a system of splays and flexures—ideal sites fordeposition of high-grade mineralization. These structures cut variouslithologies, including felsic volcanics, intermediate intrusions, andmetamorphic basement units, with alteration and brecciation consistentwith both orogenic and hybrid epithermal mineral systems.
Geochemical Results and SurfaceWork
The Rays corridor has returned strong gold and silvervalues in surface rock samples based on mapping and sampling byMogul’s geological team. Results are high grade, with numeroussamples exceeding 1 g/t Au (including samples >6 g/t and >12 g/tAu). Results also occur along strike and across a wide lateral area,providing evidence for an extensive mineralized system that Mogulintends to drill test. The high-grade rock chip samples are closelyaligned with the interpreted shear zones, reinforcing the structuralmodel and providing compelling support for upcoming drilltargeting.
West Dome Property - Summary
The West Dome Property is a high-priority area withinMogul’s consolidated Rays - West Dome Project. West Dome liesimmediately west / southwest of the Rays Property and encompasses anapproximate 720 acre claim package, with a history of past explorationand drilling.
Geological Setting and TargetStyle
West Dome is characterized as a classic low-sulfidationepithermal vein system hosted within a Tertiary volcanic sequence,including andesitic to rhyolitic flows and tuffs. Structurally, thearea features WNW and ENE-trending veins, often intersecting to formdilation zones and vein swarms—ideal conditions for the formation ofbonanza-style precious metal shoots. Surface mapping has identifiedquartz veins, stockworks, and breccias with epithermal textures,including bladed calcite, silica replacement, and clay alterationhalos. This target style is analogous to high-grade systems seenelsewhere in the Walker Lane and is distinct from the structurallydeeper, shear-hosted mineralization at nearby Rays.
Historical Drilling andIntercepts
West Dome is supported by an extensive historicaldrilling database, comprising more than 37 reverse circulation anddiamond drill holes completed between the 1980s and early 2000s. Theseprograms targeted near-surface epithermal vein zones and returned anumber of encouraging gold intercepts, including 10.39 g/t Au over 5ft (within 7.48 g/t Au over 10 ft), 2.37 g/t Au over 25 ft, 0.85 g/tAu over 50 ft, and 0.54 g/t Au over 25 ft.(3)
The historical results confirm the presence ofsignificant epithermal gold mineralization, which remains openalong strike and at depth. Mogul intends tobuild on this foundation by applying modern structural interpretationand geochemical targeting to expand and test these zones throughfuture drilling.
Directors & Officers
It is anticipated that the board of directors of theCompany will comprise a slate of five directors, of which fivedirectors will be appointed by Mogul. Upon completion of theProposed Transaction, it is anticipated that all the existingdirectors and officers of Panorama will resign and the management andBoard of Directors of the Resulting Issuer will include the personsidentified below:
Andy Edelmeier, CPA, CMA,MBA –Co-Founder, CEO and Director – Vancouver, BC
Mr. Edelmeier has 30 years experience in finance andinvestments. He is a co-founder of several companies in mining andtechnology. He was a co-founder, Director and CFO of M2 Cobalt, acobalt and copper exploration company in East Africa that was acquiredby Jervois Global in 2019. For 16 years he was an investment banker inLondon and New York for JP Morgan (Vice President), Credit SuisseFirst Boston and Strata Partners. His early career started atDeloitte as a Senior Consultant. He holds an MBA from the LondonBusiness School, a BBA degree and is a CPA, CMA.
Michael Kobler, BSc. – Co-Founder,President and Director – Sebastopol, California
Mr. Kobler originally discovered the properties whichled to the creation of Mogul. He is a mining engineer by backgroundand started several successful mining and resource ventures. He is aFounder and former CEO of American Lithium (TSXV:LI), which had amarket cap peak of $1.2 billion, a Co-Founder and former CEO ofOsumOil Sands Corp., which was acquired for approximately $400 millionin 2021. He is a current Director of United Lithium (CSE:ULTH). Heholds a BSc. degree in Mining Engineering from Montana Tech.
Simon Clarke, LLB – Director –Vancouver, BC
Mr. Clarke has over 30 years of experience in miningand energy. He is Chair of Myriad Uranium (CSE:M) with developmentassets in the Western United States, and CEO and Director of AmericanCritical Minerals (CSE:KCLI) which has potash and lithium assets inUtah, USA. He was the previous CEO, Director of American Lithium(TSXV:LI), which had a peak market cap of $1.2 billion. He is theformer CEO / Director of M2 Cobalt, a cobalt and copper explorationcompany in East Africa, which was acquired by Jervois Global in 2019and was also the former CEO and Director of Apollo Silver Corp.(TSXV:APGO), which focuses on advanced-stage silver projects inCalifornia and Mexico. He is also a Co-founder, executive, andDirector of OsumOil Sands Corp., a Calgary-based oil sands producer of20,000 bpd, which was acquired for approx. $400 million in 2021. Heholds an LLB degree from Aberdeen University, Scotland.
Jeremy South, CA, ICD.D – Director –Vancouver, BC
Mr. South is a senior financial & capital marketsexecutive in mining since 2005, with advisory, management and boardroles. He has over 35 years of experience in M&A, finance, capitalmarkets and private equity in Europe, North America and Australia,with Deutsche Bank, NatWest Markets and Deloitte. Since 2018, he hasacted as Senior Vice President and Chief Financial Officer at SteppeGold (TSX:STGO), Mongolia’s largest primary gold producer. For over10 years ended December 2016, he was the Global Leader, Mining M&AAdvisory at Deloitte. Mr. South is a qualified CA and holds the ICD.Ddesignation.
Alastair McIntyre, P.Geo. –Director– Toronto, ON
Mr. McIntyre is an accomplished metals & miningexecutive and has held senior roles at leading resource banksincluding Scotiabank, Natixis and Landesbanki (in Toronto, New York,Sydney and Hong Kong) where he executed hundreds of structured dealsfor metal producers and consumers globally. Inaddition, Mr. McIntyre has held numerous capital market and technicaladvisory roles, including Senior Managing Director at Behre DolbearCapital, responsible for providing support for numerous M&Atransactions and IPO’s. Prior to finance, he worked as anexploration and underground mine geologist. Mr. McIntyre currentlyserves as President, CEO and Director of Altiplano Metals Inc. and heis a Director of Vox Royalty (TSX:VOXR). Mr. McIntyre holds MAusIMMCP (Man) and P. Geo (Limited) professional accreditations and has aBSc (Geology) and a B. Comm. from Dalhousie University inHalifax.
Gregg Sedun, LLB – Advisor –Vancouver, BC
Mr. Sedun a venture capital professional, graduatedwith a Bachelor of Law Degree (LLB) and has 42 years ofindustry-related experience. He was a former Partner at the Vancouverlaw firm Rand Edgar Sedun and specialized in the practice of corporatefinance and securities law for 15 years until his retirement from lawin 1997. Thereafter, Mr. Sedun founded two private venture capitalfirms, including Global Vision Capital Corp., where he continues tocarry on venture capital investing today. Mr. Sedun has been active asan investor, venture capitalist, public company executive and/orDirector of over 40 companies during his career, having raised over $1billion through hundreds of financings and creating over $5 billion inshareholder value in 3 major acquisitions, including Diamond FieldsResources (sold to Inco in 1996 for $4.3 billion), Peru Copper (soldto Chinalco in 2007 for $840 million) and Adastra Minerals (sold toFirst Quantum Minerals in 2006 for $275 million).
Dr. Marcus Johnston, PhD – SeniorGeologist – Reno, Nevada
Dr. Johnston is an economic geologist with 25+ years ofNevada experience with both major and junior exploration companies. Hestarted his career with Newmont Corporation on the Carlin Trend. Hehas led successful exploration programs for Newmont and Victoria Goldwith discoveries at Cove (Premier Gold’s Helen Zone) and Mill Canyon(Barrick Gold’s Goldrush area). Dr. Johnston identified thepotential of a previously unrecognized class of Mother Lode-styledeposits in Nevada. He holds a Ph.D. in Economic Geology from theUniversity of Nevada, Reno.
David Flint, P.Geo. – Technical Advisor andQualified Person (QP) –Reno,Nevada
Mr. Flint has 20 years experience at Freeport McMoRan,including a key role in the discovery, exploration, and development ofIndonesia’s Grasberg mine adding 500M tonnes resource with notableCu & Au grades. His background in precious metal explorationincludes Rio Tinto and Freeport McMoRan in the Western United States.As VP Exploration at Allied Nevada Gold, Mr. Flint led explorationprograms adding 10M oz gold and 450M oz of silver at the Hycroft Mine.He holds a Masters degree in Geology from the University of Nevada,Reno and a Bachelor’s degree in Geology from Eastern WashingtonUniversity. Mr. Flint is a Certified Professional Geologist with theAmerican Institute of Professional Geologists (AIPG).
Bryan Kellie, P.Geo. – Consulting Geologist –Reno, Nevada
Mr. Kellie is an exploration geologist with a focus onthe western United States. Has over 12 years experience in Nevadaprecious metals exploration. Expertise spans drilling and remoteexploration programs, geological mapping, GIS data management andanalysis, and 3D modeling. Mr. Kellie has worked on prominent metalsand industrial minerals projects in Nevada, California, Idaho, andinternationally in Serbia and Bosnia. He holds a Bachelor of Sciencein Geology from the University of Nevada, Reno and is a CertifiedProfessional Geologist with the AIPG.
The Proposed Transaction
Panorama intends that the Proposed Transaction willconstitute its Qualifying Transaction, as such term is definedunder Policy 2.4 of the TSX Venture Exchange(the “Exchange”) and that the combined entity (the “ResultingIssuer”) will be listed as a Tier 2 miningissuer on the Exchange. Upon completion of the Proposed Transaction,the Company expects that the Resulting Issuer will be named “MogulMountain Ventures Corporation” or such other name as is acceptableto Mogul and the Exchange and will continue to carry on the businessof Mogul as currently constituted.
Summary of theQualifying Transaction
The LOI contemplates Panorama and Mogul undertaking anarm's length business combination transaction, currently proposedto be completed by way of a three-cornered amalgamation under theBusiness CorporationsAct (British Columbia). Following completionof the Proposed Transaction, the current security holders of Mogulwould own a majority of the issued and outstanding common shares inthe capital of the Resulting Issuer (the “Resulting IssuerShares”) and Mogul will become a wholly-owned subsidiary of theResulting Issuer.
In connection with the Proposed Transaction, it isanticipated that Panorama will consolidate its common shares (the “Panorama Shares”) onthe basis of 1 (new) Panorama Share for every 3 (old) Panorama Shares(the “Consolidation”).
There are currently 11,227,685 Panorama Shares,1,122,768 Panorama stock options and nil warrants outstanding. Thereare currently 44,806,508 Mogul Shares, nil Mogul stock options and nilMogul warrants outstanding.
Completion of the Proposed Transaction is subject tothe satisfaction of various conditions that are customary for atransaction of this nature, including but not limited to (i) executionof a definitive agreement (the “Definitive Agreement”) on or priorto February 27, 2026; (ii) the completion of the Concurrent Financing(as defined below); (iii) the approval by the directors andshareholders (if required) of Panorama and Mogul, (iv) receipt of allrequisite regulatory, stock exchange, or governmental authorizationsand consents, including the Exchange; and (v) the completion ofsatisfactory due diligence by each of the parties. There can be noassurance that the Proposed Transaction will be completed on the termsproposed above or at all. Subject to satisfaction or waiver of theconditions precedent referred to herein and in the DefinitiveAgreement, Panorama and Mogul anticipate the Proposed Transaction willbe completed on or before May 31, 2026.
As part of the LOI, Mogul and Panorama have agreed notto solicit or negotiate with any other entities in regard to atransaction similar to the Proposed Transaction. In addition, theLOI contemplates that the directors and officers of Panorama and thedirectors, officers and material shareholders of Mogul would enter into support agreements whereby they will agree to vote their PanoramaShares or Mogul Shares, as applicable, in favour of the Proposed Transaction and mattersancillary thereto at any meeting of the Panorama Shareholders (asdefined below) or Mogul shareholders called for such purpose. Upon signing the LOI, and in accordance withExchange policies, Panorama advanced to Mogul $25,000 as an unsecuredloan (the “Bridge Loan”). The Bridge Loan shall bear interest at arate of 12% per annum andshall be repayable in the event that the Definitive Agreement has notbeen entered into on or prior to February 27, 2026, and if theProposed Transaction has not been completed on or prior to May 31,2026. It is anticipated that the Bridge Loan would be converted intoa secured loan upon signing the Definitive Agreement and that Panoramawould advance a further $75,000 to Mogul.
It is anticipated that that Mogul will complete aprivate placement concurrent with the Proposed Transaction (the“Concurrent Financing”). The detailed terms of the ConcurrentFinancing will be disclosed in a subsequent news release. The netproceeds raised in the Concurrent Financing will be used to fundongoing exploration, including a maiden drill program at Rays-WestDome and for general working capital purposes.
Sponsorship of theQualifying Transaction
Sponsorship of a “Qualifying Transaction” of a CPC isrequired by the Exchange unless exempt therefrom in accordance withthe Exchange's policies. Given the size and nature of theProposed Transaction, Panorama intends to apply for an exemption fromthe sponsorship requirements pursuant to the policies of the Exchange.If the exemption is not granted by the Exchange, then Panorama wouldbe required to engage a sponsor.
Trading Halt
At the Company's request, trading inPanorama's Shares has been halted by the Exchange. Trading isexpected to remain halteduntil, at the earliest, the completion of the ProposedTransaction.
New Incentive Stock Option Plan
Following completion of the Transaction, the ResultingIssuer is expected to implement a new incentive stock optionplan, the terms andconditions of which will be implemented and determined by the board ofdirectors of the Resulting Issuer.
General
Other than adjustments required to reflect theConsolidation, none of the terms of any outstanding securities ofPanorama would be amendedand the Resulting Issuer will honour all of Panorama’s existingobligations to issue securities, including, without limitation, theshare purchase warrants issued in connection with Panorama’s initialpublic offering and all outstanding stock options. The approval of the holders of Panorama Shares (the“Panorama Shareholders”) is not anticipated to be required toapprove the Proposed Transaction.
Mogul may pay finders' fees in connection with theConcurrent Financing, the details of which will be disclosed in asubsequent news release. In addition, Panorama may pay finder’sfees to an arm’s length party in connection with the identificationof and transactional assistance with respect to the ProposedTransaction.
About Panorama Capital Corp.
Panorama is a capital pool company (TSXV:PANO.P). Prior to entering into the LOI, Panorama did not carry on any activebusiness activity otherthan reviewing potential transactions that would qualify asPanorama's Qualifying Transaction. As at November 30, 2025,Panorama had cash on hand of $230,368.
AboutMogul Mountain Ventures Corporation
All information in this news releaserelating to Mogul is the sole responsibility of Mogul. Management ofPanorama has not independently reviewed this disclosure, nor hasPanorama's management hired any third-party consultants orcontractors to verify such information.
Mogul Mountain Ventures Corp. is a Canadian-based gold-silver mineralexploration company focused on high-potential gold and silver assetsin Nevada's prolific Walker Lane Trend. The Company’s flagshipproject, the 5,000+ acre Rays-West Dome Project, is located 12km northof the historic Tonopah mining district and consolidates multiplebrownfield targets with historic mine operations, high-grade surfacesamples, and large-scale structural features.
Mogul is advancing two complementary mineral systems: orogenicgold-silver mineralization hosted in basement rocks at the Raystarget, and epithermal-style veining within Tertiary volcanics at WestDome. With robust geophysical and geochemical support, visible gold atsurface, and a drill-ready structural corridor extending over multiplekilometers, Mogul is well-positioned for discovery. Mogul is led byan experienced team with a strong track record in exploration andcapital markets.
Cautionary Note
As noted above, completion of the Proposed Transactionis subject to a number of conditions including, without limitation,approval of the Exchange, approval of the shareholders of Mogul andPanorama and completion of the Concurrent Financing. Whereapplicable, the Proposed Transaction cannot close until the required approvals have beenobtained. There can be no assurance that the Proposed Transactionwill be completed as proposed or at all.
Investors are cautioned that, except as disclosed inthe disclosure document containing full, true and plain disclosure regarding the ProposedTransaction, required to be filed with the securities regulatoryauthorities having jurisdiction over the affairs of the Company, anyinformation released or received with respect to the ProposedTransaction may not be accurate or complete and should not be reliedupon. The trading in the securities of Panorama on the Exchange, ifreinstated prior to completion of the Proposed Transaction, should beconsidered highly speculative.
Sources and References:
(1) Source: The Fraser Institute2024 Annual Mining Survey.
(2) Source: Historic ProductionSource from the United States Geological Survey, 2018.
(3) Sources: NV Gold Corporation(TSXV: NVX) Press Releases dated October 3, 2018 and February 6,2017.
Qualified Person
David Flint, P.Geo., is a Qualified Person (“QP”)as defined by National Instrument (“NI”) 43-101, is an independentTechnical Advisor to Mogul, and has reviewed and approved thetechnical information in this news release.
For further information on Panorama, please see theCompany’s profile and documents available under the Company’s nameon SEDAR+ at www.sedarplus.ca. For further information on Mogul, please visit www.mogulmountain.com.
ON BEHALF OF MOGUL’S BOARD OFDIRECTORS:
Andy Edelmeier
Co-Founder, CEO & Director
Email: [email protected]
Phone: (604) 897 8149
ON BEHALF OF PANORAMA’S BOARD OFDIRECTORS:
Carson Sedun
President, CEO and Director
Email: [email protected]
Phone: (604) 655-0030
Disclaimer for Forward-LookingInformation
This press release contains forward-looking statementsand information that are based on the beliefs of management andreflect Panorama's current expectations. When used in this pressrelease, the words "estimate", "project","belief", "anticipate", "intend","expect", "plan", "predict","may" or "should" and the negative of these wordsor such variations thereon or comparable terminology are intended toidentify forward-looking statements and information. Theforward-looking statements and information in this press releaseinclude information relating to the business plans of Panorama, Mogul,and the Resulting Issuer, the Concurrent Financing, the ProposedTransaction (including Exchange approval and the closing of theProposed Transaction) and the board of directors and management of theResulting Issuer upon completion of the Proposed Transaction. Suchstatements and information reflect the current view of Panorama. Risksand uncertainties that may cause actual results to differ materiallyfrom those contemplated in those forward-looking statements andinformation.
By their nature, forward-looking statements involveknown and unknown risks, uncertainties and other factors which maycause our actual results,performance or achievements, or other future events, to be materiallydifferent from any future results, performance or achievementsexpressed or implied by such forward-looking statements.
Such factors include, among others, the followingrisks:
there is no assurance that the Concurrent Financingwill be completed or as to the actual offering price or gross proceedsto be raised in connection with the Concurrent Financing. Inparticular, the amount raised may be significantly less than theamounts anticipated as a result of, among other things, marketconditions and investor behaviour;
there is no assurance that Panorama and Mogul willobtain all requisite approvals for the Proposed Transaction, includingthe approval of their respective shareholders (if required), or theapproval of the Exchange (which may be conditional upon amendments tothe terms of the Proposed Transaction);
following completion of the Proposed Transaction, theResulting Issuer may require additional financing from time to time inorder to continue its operations. Financing may not be available whenneeded or on terms and conditions acceptable to the Resulting Issuer;
new laws or regulations could adversely affect theResulting Issuer's business and results of operations;and
the stock markets have experienced volatility thatoften has been unrelated to the performance of companies. Thesefluctuations may adversely affect the price of the ResultingIssuer's securities, regardless of their operatingperformance.
There are a number of important factors that couldcause Panorama's actual results to differ materially from thoseindicated or implied byforward-looking statements and information. Such factors include,among others: currency fluctuations; limited business history ofPanorama; disruptions or changes in the credit or security markets;results of operation activities and development of projects; projectcost overruns or unanticipated costs and expenses, fluctuations incommodity prices, and general market and industry conditions.
Panorama cautions that the foregoing list of materialfactors is not exhaustive. When relying on Panorama'sforward-looking statements and information to make decisions,investors and others should carefully consider the foregoing factorsand other uncertainties and potential events. Panorama has assumedthat the material factors referred to in the previous paragraph willnot cause such forward-looking statements and information to differmaterially from actual results or events. However, the list of thesefactors is not exhaustive and is subject to change and there can be noassurance that such assumptions will reflect the actual outcome ofsuch items or factors.
THE FORWARD-LOOKING INFORMATIONCONTAINED IN THIS PRESS RELEASE REPRESENTS THE EXPECTATIONS OFPANORAMA AS OF THE DATE OF THIS PRESS RELEASE AND, ACCORDINGLY, ISSUBJECT TO CHANGE AFTER SUCH DATE. READERS SHOULD NOT PLACE UNDUEIMPORTANCE ON FORWARD-LOOKING INFORMATION AND SHOULD NOT RELY UPONTHIS INFORMATION AS OF ANY OTHER DATE. WHILE PANORAMA MAY ELECT TO, ITDOES NOT UNDERTAKE TO UPDATE THIS INFORMATION AT ANY PARTICULAR TIMEEXCEPT AS REQUIRED IN ACCORDANCE WITH APPLICABLE LAWS.
This press release is not an offerof the securities for sale in the United States. The securities havenot been registered under theU.S. Securities Act of 1933, as amended, and may not be offered orsold in the United States absent registration or an exemption fromregistration. This press release shall not constitute anofferto sell or the solicitation of an offer to buy nor shall there be anysale of the securities in any state in which such offer, solicitationor sale would be unlawful.
Completion of the ProposedTransaction is subject to a number of conditions, including but notlimited to, Exchange acceptance. There can be no assurance that theProposed Transaction will be completed as proposed or at all.
Investors are cautioned that, exceptas disclosed in the filing statement to be prepared in connection withthe Proposed Transaction, any information released or received withrespect to the Proposed Transaction may not be accurate or completeand should not be relied upon. Trading in the securities of acapital pool company should be considered highly speculative.
The TSX Venture Exchange has in noway passed upon the merits of the Proposed Transaction and has neitherapproved nor disapproved the contents of this press release.
Neither the TSX Venture Exchange norits Regulation Services Provider (as that term is defined in thepolicies of the TSX Venture Exchange) accepts responsibility for theadequacy or accuracy of this press release.
Copyright (c) 2026 TheNewswire - All rights reserved.
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