Panorama Capital Enters into Amalgamation Agreement with Mogul and Announces Concurrent QT Financing

(TheNewswire)

Highlights:

• Concurrent QT Financing ofC$0.35/Subscription Receipt for minimum C$4.0 million 

• Subscription Receipts convertibleinto free trading common shares upon closing 

Vancouver, BC – TheNewswire- March 2, 2026 – Panorama Capital Corp.(TSX.V: PANO.P) (“Panorama” or the“Company”) is pleased to announce that it has entered into abinding amalgamation agreement with Mogul Mountain VenturesCorporation (“Mogul”), a private Nevada-focusedgold-silver mineral exploration company, and1578367 B.C. Ltd. (“Subco”), a wholly-owned subsidiary of theCompany, dated February 27, 2026 (the “Amalgamation Agreement”) in connection with the previously announced businesscombination proposed between the parties (the “Proposed Transaction”) referred to in the Company’s press release datedJanuary 5, 2026. It is anticipated that the Proposed Transaction willconstitute Panorama’s Qualifying Transaction (the “QT”) under Policy2.4 – Capital PoolCompanies of the TSX Venture Exchange(“TSXV” or the “Exchange”). For further details on Mogul,please refer to the Company’s news release dated January 5,2026.

Mogul CEO & Director Andy Edelmeier stated,“Executing the amalgamationagreement with Panorama is a major milestone for Mogul. The QualifyingTransaction provides us with a clear pathway to the public markets andpositions the Company to accelerate exploration across our Nevadagold-silver portfolio in the Tonopah Trend in Nevada’s  WalkerLane. The Qualifying Transaction represents the culmination ofsignificant groundwork completed by the Mogul team and positions the Company to enter itsnext phase of growth as a publicly listed explorationcompany.”

The Proposed Transaction

The Proposed Transaction will be completed pursuant toa three-cornered amalgamation (the “Amalgamation”)among the Company, Subco and Mogul, whereby Subco and Mogul willamalgamate and continue as one corporation and the shareholders ofMogul will receive approximately 45,406,508 post-Consolidation (asdefined below) shares of the Company (referred to on a post-closingbasis as the “ResultingIssuer”).

In connection with the Proposed Transaction, and asstipulated in the Amalgamation Agreement, the following items willoccur:

• The Company currently has 11,227,685 common sharesoutstanding, 1,122,768 stock options outstanding, nil warrants, andwill complete a 3:1 consolidation of its currently issued andoutstanding common shares (the Consolidation”), resulting in 3,742,562common shares (on a basic basis) post-Consolidation; 

• The Company will change its name to “Mogul MountainVentures Corporation”; 

• The Amalgamation will be completed, and the Mogulshareholders will exchange each Mogul share (a Mogul Share”) forone post-Consolidation common share of the Resulting Issuer (the“Resulting IssuerShares”); and  

• The Board of Directors and officers of the ResultingIssuer will be replaced with nominees of Mogul.  

Concurrent QT Financing ofSubscription Receipts

In connection with the Proposed Transaction, Mogul haslaunched a non-brokered private placement offering of subscriptionreceipts (the “SubscriptionReceipts”) at a price of C$0.35/SubscriptionReceipt for minimum gross proceeds of C$4.0 million (the“Offering”). Each Subscription Receiptentitles the holder thereof to receive, without payment of anyadditional consideration and without further action on the part ofeach subscriber, subject to adjustment, one Mogul Share in accordancewith the terms of a subscription receipt agreement (the“Subscription ReceiptAgreement”) to be entered into betweenPanorama, Mogul and an arm’s length subscription receipt agent (the“Subscription ReceiptAgent”). On closing of the ProposedTransaction, the Mogul Shares will be exchanged for post-ConsolidationResulting Issuer Shares.

Upon closing of the Offering, the gross proceeds of theOffering will be placed in escrow with the Subscription Receipt Agentpending the satisfaction or waiver of the escrowrelease conditions (the “Escrow Release Conditions”) described in theSubscription Receipt Agreement.  In the eventthe Escrow Release Conditions are not satisfied, the escrowed fundstogether with accrued interest earned thereon will be returned to theholders of the Subscription Receipts and the Subscription Receiptswill be cancelled. In connection with the Offering, Mogul may pay acommission or a finder’s fee to eligible parties in connection withthe Offering.

Use of Proceeds  

Following release from escrow and completion of theProposed Transaction, the net proceeds of the Offering will be usedfor exploration of Mogul’s properties in Nevada, and generalcorporate and working capital purposes.

The Resulting Issuer will hold on a consolidated basis,all of the assets and will be subject to all of the liabilities of theCompany, Subco and Mogul.

The Resulting Issuer anticipates issuing 500,000post-Consolidation Resulting Issuer Shares to an eligible finder as afinder’s fee in connection with the Proposed Transaction. TheAmalgamation Agreement will be posted to the Company's SEDAR+profile at www.sedarplus.ca and containsadditional details regarding the Proposed Transaction.

Conditions to Close

The completion of the Proposed Transaction is subjectto the satisfaction of various conditions that are customary for atransaction of this nature, including but not limited to (i) thecompletion of the Offering (as defined below); (ii) the approval bythe directors and shareholders (if required) of Panorama, Subco andMogul; (ii) the Consolidation; and (iii) the receipt of all requisiteregulatory, stock exchange, or governmental authorizations andconsents, including the Exchange.

Expected Closing Date of QT

Subject to satisfaction or waiver of the conditionsprecedent referred to herein and in the Amalgamation Agreement,Panorama and Mogul anticipate the Proposed Transaction will becompleted in the second quarter of 2026. There can be no assurancethat the Proposed Transaction will be completed on the terms proposedabove or at all.  

Pooling Arrangements

The Resulting Issuer anticipates entering into poolingarrangements and escrow arrangements with certain existingshareholders of Mogul as required by the Exchange.  

Loan Advance to Mogul

In connection with the execution of the AmalgamationAgreement, Panorama has advanced a further C$75,000 to Mogul pursuantto the previously disclosed bridge loan.

About Panorama Capital Corp.

Panorama is a capital pool company.  Prior to enteringinto the LOI, Panorama did not carry on any active businessactivity other thanreviewing potential transactions that would qualify as Panorama'sQT.

About Mogul

Mogul is a private gold–silver exploration companyfocused on advancing high-potential precious metals assets inNevada’s prolific Walker Lane Trend. The Company’s flagship asset,the 100%-owned, 5,000+ acre Rays–West Dome Project, is locatedapproximately 12 km north of the historic Tonopah mining district andconsolidates multiple brownfield targets featuring historic mineworkings, high-grade surface mineralization, and district-scalestructural features.   The Project hosts two complementary mineralsystems: a structurally controlled orogenic gold–silver system atthe Rays target, and an epithermal-style gold–silver system withinTertiary volcanic rocks at West Dome. Supported by extensivegeophysical and geochemical datasets, visible gold at surface, and adrill-ready structural corridor extending over several kilometres,Mogul is well positioned for discovery. The Company is led by anexperienced management and technical team with a strong track recordin exploration, capital markets, and value creation.

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.

Qualified Person

David Flint, P.Geo., is a Qualified Person (“QP”), as defined byNational Instrument 43-101 – Standards of Disclosure for Mineral Projects, for the Companyand is an independent Technical Advisor to Mogul. He has reviewed andapproved the technical information in this news release.

Cautionary Note

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.  

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.

This press release is not an offerof the securities for sale in the United States.  The securities havenot been registered under the U.S. Securities Act of 1933, as amended,and may not be offered or sold in the United States absentregistration or an exemption from registration.  This press releaseshall not constitute an offer to sell or the solicitation of an offerto buy nor shall there be any sale of the securities in any state inwhich such offer, solicitation or sale would be unlawful.

ON BEHALF OF MOGUL’S BOARD OFDIRECTORS:

Andy Edelmeier

Co-Founder, CEO & Director

Email:    andy@mogulmountain.com

Phone:  (604) 897 8149

www.mogulmountain.com

ON BEHALF OF PANORAMA’S BOARD OFDIRECTORS:

Carson Sedun

President, CEO and Director

Email:        csedun@annapurnaadvisors.com

Phone:        (604) 655-0030

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.

Disclaimer for Forward-LookingInformation

This press release contains forward-looking statementsand information that are based on the beliefs of management andreflect Panorama's and Mogul’s current expectations. When usedin this press release, the words "estimate","project", "believe", "anticipate","intend", "expect", "plan","predict", "may" or "should" and thenegative of these words or such variations thereon or comparableterminology are intended to identify forward-looking statements andinformation. The forward-looking statements and information in thispress release include information relating to the business plans ofPanorama, Mogul, and the Resulting Issuer, including the Offering andthe Proposed Transaction (including Exchange approval, the closing ofthe Proposed Transaction and the use of proceeds of the Offering) andall other statements that are not historical in nature. Suchstatements and information reflect the current view of Panorama andMogul.

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 Offering will becompleted or as to the actual Offering price or gross proceeds to beraised in connection with the Offering. In particular, the amountraised may be significantly less than the amounts anticipated as aresult of, among other things, market conditions and investorbehaviour; 

• 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 additional factors that couldcause Mogul and Panorama's actual results to differ materiallyfrom those indicated orimplied by forward-looking statements and information. Such factorsinclude, among others: currency fluctuations; limited business historyof Panorama; 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 and Mogul caution that the foregoing list ofmaterial factors is not exhaustive. When relying on Mogul andPanorama's forward-looking statements and information to makedecisions, investors and others should carefully consider theforegoing factors and other uncertainties and potential events.Panorama and Mogul have assumed that the material factors referred toin the previous paragraph will not cause such forward-lookingstatements and informationto differ materially from actual results or events. However, the listof these factors is not exhaustive and is subject to change and therecan be no assurance that such assumptions will reflect the actualoutcome of such items or factors.

THE FORWARD-LOOKING INFORMATIONCONTAINED IN THIS PRESS RELEASE REPRESENTS THE EXPECTATIONS OFPANORAMA AND MOGUL AS OF THE DATE OF THIS PRESS RELEASE AND,ACCORDINGLY, IS SUBJECT TO CHANGE AFTER SUCH DATE. READERS SHOULD NOTPLACE UNDUE IMPORTANCE ON FORWARD-LOOKING INFORMATION AND SHOULD NOTRELY UPON THIS INFORMATION AS OF ANY OTHER DATE. WHILE PANORAMA MAYELECT TO, IT DOES NOT UNDERTAKE TO UPDATE THIS INFORMATION AT ANYPARTICULAR TIME EXCEPT AS REQUIRED IN ACCORDANCE WITH APPLICABLELAWS.

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