Shareholder Update

Rhea-AI Summary

Principal Solar (PSWW) has entered into a Memorandum of Understanding with Brookmount Explorations (BMXI) for a strategic business combination. The deal involves BMXI contributing assets in exchange for PSWW stock. As part of the agreement, PSWW will create a subsidiary to spin out certain legacy assets and liabilities before closing. The merger focuses on developing assets for the green energy tech supply chain, particularly leveraging BMXI's gold mining operations in the Tintina Gold Belt across Canada and Alaska. Gold is highlighted as crucial for renewable energy systems due to its conductivity properties in solar cells and wind energy systems. Management expects to finalize a definitive agreement within 30 days and close the transaction within 90 days.

Positive

• Strategic merger combines PSWW's green energy focus with BMXI's gold mining operations
• BMXI's gold assets are located in high-quality Tintina Gold Belt with low-cost entry to production
• Non-recourse project financing available for development and resource assessment
• Favorable timing with current upward trajectory of gold prices
• Gold assets contribute to renewable energy supply chain through use in solar cells and wind systems

Negative

• Spin-out of legacy assets and liabilities indicates potential restructuring challenges
• Transaction completion subject to definitive agreement and closing conditions
• Forward-looking statements carry significant execution risks
• Both companies currently trade on OTC Pink markets, indicating higher risk profile

Principal Solar and Brookmount Explorations, Inc. (BMXI) Enter into an MOU for a Strategic Business Combination

DALLAS, TX / ACCESS Newswire / May 28, 2025 / Principal Solar, Inc. (OTC PINK:PSWW) ("Principal" or "the Company"), a strategic investor in, and acquirer of, organizations and technologies that support next-generation opportunities in traditional, renewable, and clean energy sectors. It is also an investor in, and acquirer and operator of, undervalued petroleum-producing properties, today confirmed that its Board of Directors recently voted to enter into discussions with BMXI for a strategic business combination that will include assets to be contributed from BMXI in exchange for stock of Principal.

In keeping with the terms of the Memorandum of Understanding entered into with BMXI, The Board of Directors has voted to form a subsidiary to spin out certain legacy assets and liabilities of Principal, prior to closing of the merger, and seek a business investor to aid in the continued support and development of green tech assets of Principal.

The management of BMXI and Principal have been involved in discussions concerning the proposed transaction since last year and believe that the proposed transaction is in the best interests of the shareholders of both companies.

CEO K. Bryce Toussaint, MBA, CPA, Chairman of Principal Solar stated, "We were deliberate in seeking a potential merger partner who shared our vision of delivering shareholder value and developing assets that can be utilized in the supply chain for green energy tech."

"Minerals such as gold, are used in that supply chain. We are fortunate to have found a management team with a history of developing commercial quantities of minerals and generating revenue," Toussaint said.

Gold plays a crucial role in renewable energy systems due to its exceptional conductivity. Gold is used in photovoltaic solar cells and wind energy systems, enhancing the efficiency of energy transmission, making renewable energy systems more efficient and reliable.

Mr. Toussaint continued: "Brookmount's North American gold assets, which are exclusively located in the high quality Tintina Gold Belt across Canada and Alaska, all represent excellent opportunities for low cost entry to production status in the near future, with further expansion being considered through acquisition of additional gold prospects in the Southern United States.

We believe that acquisition of this high quality portfolio of gold properties will provide great opportunities for our collective shareholders, particularly as non-recourse, project type financing can be used to fund both development to production, and additional resource assessment and confirmation through further drill programs. Clearly, with the current upward trajectory of the gold price, amid continuing global uncertainty, the timing for an acquisition such as this is attractive".

Mr. Toussaint concluded: "We will move forward together with BMXI management to finalize a definitive agreement within the next 30 days, and look forward to closing the transaction within 90 days".

About Brookmount Explorations, Inc. (BMXI)
Founded in 2018, BMXI is a high-growth gold-producing company quoted on the 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.

About Principal Solar
Principal Solar is a strategic investor in and acquirer of organizations and technologies that support next-generation opportunities in traditional, renewable, and clean energy sectors as well as an acquirer and operator of undervalued petroleum-producing properties.

For further information, please visit the Company's website at www.pswwenergy.com.

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995
The statements contained in this news release which are not historical facts may be "forward-looking statements" that involve risks and uncertainties which could cause actual results to differ materially from those currently anticipated. For example, statements that describe PSWW's hopes, plans, objectives, goals, intentions, or expectations are forward-looking statements. The forward-looking statements made herein are only made as of the date of this news release.

Numerous factors, many of which are beyond PSWW's control, will affect actual results. PSWW undertakes no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances. This news release should be read in conjunction with PSWW's most recent financial reports and other filings posted with the OTC Markets and/or the U. S. Securities and Exchange Commission by PSWW.

Principal Solar Contact
K. Bryce "Rick" Toussaint
CPA, MBA Chairman and Chief Executive Officer
ktoussaint@yahoo.com
833.817.7148

SOURCE: Principal Solar, Inc.

View the original press release on ACCESS Newswire

FAQ

What is the strategic merger between PSWW and BMXI about?

PSWW and BMXI are entering into a business combination where BMXI will contribute assets in exchange for PSWW stock, focusing on developing assets for the green energy tech supply chain and gold mining operations.

Where are BMXI's gold mining assets located?

BMXI's North American gold assets are exclusively located in the Tintina Gold Belt across Canada and Alaska, with potential expansion planned in the Southern United States.

How does gold contribute to renewable energy systems according to PSWW?

Gold plays a crucial role in renewable energy systems due to its exceptional conductivity, being used in photovoltaic solar cells and wind energy systems to enhance energy transmission efficiency.

What is the timeline for the PSWW-BMXI merger completion?

Management expects to finalize a definitive agreement within 30 days and close the transaction within 90 days from the announcement date.

What changes will PSWW make before the merger closes?

PSWW will form a subsidiary to spin out certain legacy assets and liabilities prior to closing the merger, and seek a business investor to support green tech assets development.