CORRECTION: Brookmount Exploration Announces Potential Acquisition of Principal Solar, Inc

Rhea-AI Summary

Brookmount Explorations (BMXI) has signed a Memorandum of Understanding (MoU) to acquire a controlling interest in Principal Solar (PSWW). The transaction involves Brookmount initially acquiring PSWW through cash and shares, followed by transferring Brookmount's North American gold development properties in the Tintina Gold Belt to Principal Solar. Subsequently, Brookmount plans to distribute its Principal Solar shares to shareholders as a special dividend.

After the transaction, Brookmount shareholders will maintain an 80% stake in the consolidated group, while Principal Solar shareholders will hold 20%. Principal Solar will be renamed "North American Gold" and plans to pursue an underwritten public offering with simultaneous listing. Brookmount will maintain its Indonesian assets separately, which provide increasing cash flow for Asian gold production development.

Positive

• Strategic separation of North American and Indonesian assets to maximize shareholder value
• Brookmount shareholders will retain 80% ownership in the consolidated group
• Indonesian assets continue providing increasing cash flow
• Planned public offering and listing for Principal Solar (to be renamed North American Gold)
• Enhanced access to development funding and larger stakeholders through restructuring

Negative

• Transaction still in MoU stage, not yet definitive
• Complex restructuring process that could face execution risks
• Dilution of existing Principal Solar shareholders to 20% ownership

This release corrects the ticker symbol for Principal Solar, Inc.

RENO, NV / ACCESS Newswire / May 23, 2025 / Brookmount Explorations, Inc. (OTC PINK:BMXI), a gold exploration and production company, is pleased to announce that Brookmount has today executed a Memorandum of Understanding ("MoU") for the potential acquisition of a controlling interest in Principal Solar, Inc. (OTC:PSWW).

Under the terms of the MoU, Brookmount will initially acquire, for cash and shares, a controlling interest in Principal Solar. Following this acquisition, Brookmount's North American asset portfolio, comprising three gold development properties in the Tintina Gold Belt, will be acquired by Principal Solar. Thereafter, the parties plan to distribute Brookmounts' shares in Principal Solar to Brookmount shareholders in the form of a special dividend to be calculated on a pro-rated basis for the Brookmount shares owned. At the conclusion of the transaction, it is anticipated that Brookmount shareholders will retain an 80% interest and Principal Solar shareholders a 20% interest in the consolidated group.

The transaction will be structured such that Brookmount will retain control of the North American properties and ownership going forward will be evenly distributed between Brookmount shareholders.

The management of Brookmount and Principal Solar have been involved in discussions concerning the proposed transaction since last year and respective managements believe that the transaction proposed is in the best interests of the shareholders of both companies. By providing an independent investment platform for Brookmount's North American assets, Brookmount intends to will create additional financial opportunities for further development of the assets leading up to and beyond basic production. Following completion of the potential transaction, Principal Solar, (to be renamed "North American Gold") intends to pursue an underwritten public offering of its shares and simultaneous listing.

In announcing the transaction CEO of Brookmount, Nils Ollquist commented: "We are incredibly pleased that the efforts of our team and that of Rick Toussaint, CEO of Principal Solar, are progressing towards the conclusion of a seminal transaction for our collective shareholders. We believe that restructuring our North American assets as a separate business in this manner will enhance their collective value from a balance sheet perspective. We believe that it will also significantly improve access to development, production and larger stakeholders. Our Indonesian assets, having recently been brought under direct management control, will continue to provide Brookmount with valuable, increasing cash flow to facilitate continued growth and development of its Asian gold production assets. By utilizing two different publicly traded companies, one for the operating mines in Indonesia and one for the pre-production assets in the lucrative Tintina Gold Belt, the Company believes it will maximize shareholder value. We are working diligently toward a definitive agreement with Principal Solar and will make further announcements as progress is achieved."

About Brookmount Gold

Founded in 2018, Brookmount Gold is a high-growth gold-producing company quoted on OTC Markets in the United States (OTC PINK:BMXI). With operating gold mines in Southeast Asia and exploration and production assets in North America, the company is focused on building production of existing assets to scale, in addition to acquiring and developing additional high quality gold assets with JORC/NI 43-101 verified resources.

Safe Harbor Statements:

Except for the historical information contained herein, certain of the matters discussed in this communication constitute "forward-looking statements" within the meaning of the Securities Litigation Reform Act of 1995. Words such as "may," "might," "will," "should," "could," "anticipate," "estimate," "expect," "predict," "project," "future," "potential," "intend," "seek to," "plan," "assume," "believe," "target," "forecast," "goal," "objective," "continue" or the negative of such terms or other variations thereof and words and terms of similar substance used in connection with any discussion of future plans, actions, or events identify forward-looking statements. These forwardlooking statements include, but are not limited to, statements regarding benefits of the proposed license, expected synergies, anticipated future financial and operating performance and results, including estimates of growth. There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements included in this communication. For example, the expected timing and likelihood of completion of the pending transaction, including the timing, receipt and terms and conditions of any required governmental and regulatory approvals of the pending transaction that could reduce anticipated benefits or cause the parties to abandon the transaction, the ability to successfully integrate the businesses, the occurrence of any event, change or other circumstance that could give rise to the termination of the negotiations, the risk that the parties may not be able to satisfy the conditions to the proposed transaction in a timely manner or at all, risks related to disruption of management time from ongoing business operations due to the proposed transaction, the risk that any announcements relating to the proposed transaction could have adverse effects on the market price of Brookmount's common stock. All such factors are difficult to predict and are beyond our control. We disclaim and do not undertake any obligation to update or revise any forward-looking statement in this report, except as required by applicable law or regulations.

Investor Relations Contact: info@chesapeakegp.com or 410-825-3930
Website: https://www.brookmountgold.com
Corporate Contact: corporate@brookmountgold.com
Social Links: Brookmount Gold X (Former Twitter): https://x.com/brookmountgold

SOURCE: Brookmount Explorations, Inc.

View the original press release on ACCESS Newswire

FAQ

What is the ownership structure after Brookmount's acquisition of Principal Solar (PSWW)?

After the transaction, Brookmount shareholders will own 80% of the consolidated group, while Principal Solar shareholders will retain 20%.

What assets will BMXI transfer to Principal Solar as part of the acquisition?

Brookmount will transfer its North American asset portfolio, which consists of three gold development properties located in the Tintina Gold Belt.

What are Principal Solar's plans after the acquisition by Brookmount?

Principal Solar will be renamed to 'North American Gold' and plans to pursue an underwritten public offering of its shares with a simultaneous listing.

How will Brookmount shareholders benefit from the Principal Solar acquisition?

Brookmount shareholders will receive shares in Principal Solar as a special dividend, calculated on a pro-rated basis of their Brookmount shareholding.

What happens to Brookmount's Indonesian assets after the Principal Solar deal?

The Indonesian assets will remain under Brookmount's direct management control, continuing to provide cash flow for Asian gold production development.