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Panorama Capital to Acquire Mogul Mountain Ventures in Reverse Takeover
Kelowna, BC — January 5, 2026 — Leads & Copy — Panorama Capital Corp. (TSX.V:PANO.P) has announced its intention to acquire Mogul Mountain Ventures Corporation in a reverse takeover, according to a letter of intent dated December 19, 2025.
The Proposed Transaction, if completed, would involve Mogul, a Nevada-focused gold-silver mineral exploration company, taking over Panorama. Mogul is focused on advancing the Rays-West Dome Project in the Tonopah Trend, Nevada.
Mogul Mountain Ventures Corporation’s CEO Andy Edelmeier said the Proposed Transaction is a major milestone for Mogul during a robust precious metals environment. He said that by partnering with an experienced group with public markets and mining expertise, Mogul has a clear path to the public markets. Edelmeier added that the Tonopah Trend is one of the more compelling gold-silver districts in North America, and Mogul has assembled a district-scale land position.
Panorama President & CEO Carson Sedun said Mogul represents the type of opportunity Panorama has been looking for. He said the Mogul team has assembled an exciting project package surrounded by notable companies and has completed methodical exploration work in one of Nevada’s highly prospective gold-silver districts.
Key highlights of the Proposed Transaction include:
- Strategic Location: The Rays-West Dome Project is located in Nevada, which the Fraser Institute ranked as the second-best mining jurisdiction globally in 2024.
- Project Details: The 100% owned gold-silver project covers over 5,000 acres in Nevada’s Tonopah Trend, a historic precious metals district that has produced approximately 175 million ounces of silver and 1.86 million ounces of gold.
- Location: The project is located approximately 75km south of Kinross’ Round Mountain Mine and is near Blackrock Silver’s Tonopah West Project, Silver47’s Hughes Project, and Viva Gold’s Tonopah Gold Project.
- Experienced Team: Mogul has an experienced board of directors, management, and technical teams with expertise in public markets, mining M&A, finance, and capital raising.
- Insider Ownership: Insiders and associates own 50% of the company, with over CAD$5 million raised privately to date.
- Gold-Silver Systems: The project combines orogenic gold-silver lodes at the Rays Property with an epithermal gold-silver system at West Dome.
- Historic Mining District: Historical gold and silver mining occurred at Rays-West Dome from 1902 to 1909, with large-scale mine development in five major areas but no significant modern exploration.
- Drill-Ready Targets: A maiden drill program of up to 5,000m is planned for 2026 on drill-ready targets, subject to obtaining necessary permitting.
- Infrastructure: The project is located close to established infrastructure with year-round access.
Mogul has assembled over 5,000 acres across multiple historic mining districts, consolidating the past-producing Rays and West Dome mining areas into a single land package. The project benefits from historical development and a modern dataset, including historic drilling, airborne magnetics, ground-based geophysics, detailed geological mapping, and over 1,000 soil and rock samples.
The Rays Property covers approximately 4,700 acres and includes zones of known historical gold-silver mineralization and underexplored structural corridors. The West Dome Property encompasses approximately 720 acres and has a history of past exploration and drilling.
Upon completion of the Proposed Transaction, the management and Board of Directors of the Resulting Issuer are anticipated to include:
- Andy Edelmeier: Co-Founder, CEO and Director
- Michael Kobler: Co-Founder, President and Director
- Simon Clarke: Director
- Jeremy South: Director
- Alastair McIntyre: Director
- Gregg Sedun: Advisor
- Dr. Marcus Johnston: Senior Geologist
- David Flint: Technical Advisor and Qualified Person (QP)
- Bryan Kellie: Consulting Geologist
Panorama intends that the Proposed Transaction will constitute its Qualifying Transaction, and the combined entity will be listed as a Tier 2 mining issuer on the Exchange. Following completion of the Proposed Transaction, the Company expects that the Resulting Issuer will be named “Mogul Mountain Ventures Corporation”.
The LOI contemplates Panorama and Mogul undertaking an arm's length business combination transaction, proposed to be completed by way of a three-cornered amalgamation under the Business Corporations Act (British Columbia). Following completion of the Proposed Transaction, the current security holders of Mogul would own a majority of the issued and outstanding common shares in the capital of the Resulting Issuer.
In connection with the Proposed Transaction, it is anticipated that Panorama will consolidate its common shares on the basis of 1 (new) Panorama Share for every 3 (old) Panorama Shares.
Completion of the Proposed Transaction is subject to customary conditions, including execution of a definitive agreement on or prior to February 27, 2026, completion of the Concurrent Financing, approval by the directors and shareholders of Panorama and Mogul, receipt of all requisite regulatory, stock exchange, or governmental authorizations and consents, including the Exchange, and completion of satisfactory due diligence by each of the parties.
Panorama advanced to Mogul $25,000 as an unsecured loan. It is anticipated that the Bridge Loan would be converted into a secured loan upon signing the Definitive Agreement and that Panorama would advance a further $75,000 to Mogul.
Mogul will complete a private placement concurrent with the Proposed Transaction. The net proceeds raised in the Concurrent Financing will be used to fund ongoing exploration, including a maiden drill program at Rays-West Dome and for general working capital purposes.
Trading in Panorama's Shares has been halted by the Exchange. Trading is expected to remain halted until, at the earliest, the completion of the Proposed Transaction.
David Flint, P.Geo., is a Qualified Person and has reviewed and approved the technical information in this news release.
Andy Edelmeier
Co-Founder, CEO & Director
Email: andy@mogulmountain.com
Phone: (604) 897 8149
Carson Sedun
President, CEO and Director
Email: csedun@annapurnaadvisors.com
Phone: (604) 655-0030