Pentagon I Capital Corp. Announces Filing of Filing Statement with Respect to Its Qualifying Transaction

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES. THIS NEWS RELEASE DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES IN THE UNITED STATES. THE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO U.S. PERSONS UNLESS REGISTERED UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. THIS NEWS RELEASE DOES NOT CONSTITUTE AN OFFER OR SALE OF SECURITIES IN THE UNITED STATES.

TORONTO, ON / ACCESS Newswire / August 5, 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 release dated July 31, 2026 regarding the receipt of conditional acceptance from the TSXV in respect of its previously announced "Qualifying Transaction" pursuant to the CPC Policy with Prospectiva Resources Ltd. ("Prospectiva") (the "Transaction"), Pentagon has filed a filing statement dated July 31, 2026 prepared in connection with the Transaction (the "Filing Statement") on Pentagon's SEDAR+ profile at www.sedarplus.ca. Following the completion of the Transaction, Pentagon will carry on the business of Prospectiva under the name "Prospectiva Resources Ltd. (the "Resulting Issuer").

The completion of the Transaction is subject to a number of conditions, including, but not limited to, receipt of all required regulatory approvals, including final approval of the TSXV and satisfaction of other customary closing conditions. Assuming all conditions are satisfied, closing of the Transaction is expected to occur on or around August 11, 2026, or such other date as may be determined. Upon completion of the proposed Qualifying Transaction, the Resulting Issuer is expected to meet all of the minimum listing requirements of the Exchange for a Tier 2 Mining issuer and the common shares of the Resulting Issuer will trade under the symbol "PSVA".

Trading of Pentagon'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.

Further details regarding the Transaction can be found in Pentagon's news releases dated February 5, 2026, June 18, 2026, July 7, 2026, and July 31, 2026, as well as the Filing Statement dated July 31, 2026 as filed under Pentagon's SEDAR+ profile at www.sedarplus.ca.

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 definitive transaction 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.

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, the receipt of final TSXV acceptance of the Proposed Transaction, the exploration plans of Prospectiva, statements concerning the Proposed Transaction (including the completion, structure, terms and timing thereof) 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 required regulatory approvals for the Proposed Transaction 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 info@prospectiva-resources.com.

SOURCE: Pentagon I Capital Corp.

View the original press release on ACCESS Newswire