Prospector Metals Corp. (TSX-V: PPP) (OTCQB: PMCOF) (FSE: 1ET) announced it has closed its previously announced non-brokered private placement of an aggregate of 39,054,190 common shares for gross proceeds of $38,047,564 comprised of 5,500,000 flow-through common shares at a price of $1.00 per FT Share and 33,554,190 non-flow-through common shares at a price of $0.97 per NFT Share.

Upon completion of the Offering, the Company now has $40,920,000 in available working capital and an aggregate of 149,137,219 common shares, 21,102,930 share purchase warrants and 7,299,206 stock options issued and outstanding.

The FT Shares will qualify as flow-through shares (within the meaning of Subsection 66(15) of the Income Tax Act (Canada). An amount equal to the gross proceeds from the issuance of the FT Shares will be used to incur eligible resource exploration expenses which will qualify as: (i) Canadian exploration expenses (as defined in the tax act); and (ii) as flow-through critical mineral mining expenditures (as defined in Subsection 127(9) of the tax act). Qualifying expenditures in an aggregate amount not less than the gross proceeds raised from the issue of the flow-through shares will be incurred (or deemed to be incurred) by the company on or before Dec. 31, 2026, and will be renounced by the company to the initial purchasers of the flow-through shares with an effective date no later than Dec. 31, 2025.

Prospector intends to use the proceeds of the FT Shares to further finance its exploration program at its ML project in the Yukon and the proceeds of the NFT Shares for additional funding of its exploration program at the ML project and for general working capital purposes.

There were no finder’s fees or commissions paid in connection with the Offering. The securities issued under the offering are subject to a hold period under applicable securities laws in Canada expiring four months and one day from the closing date of the offering.

A director of the Company participated in the private placement on the same terms and conditions as non-arm’s length subscribers, subscribing for a total of 1,500,000 FT Shares for aggregate proceeds of $1,500,000. The issuance of these securities to the director of the Company is a “related party transaction” under the policies of the TSX Venture Exchange and Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions. The Company is relying on exemptions from the minority shareholder approval and formal valuation requirements applicable to the related party transactions under Sections 5.7(1) (a) and 5.5(b), respectively, of MI 61-101. There has been no prior formal valuation of the common shares and Warrants issued as there has not been any necessity to do so. The Private Placement has been reviewed and unanimously approval by the Company’s board of directors, including the independent directors.

Prospector has been advised by B2Gold Corp. that, in connection with the Offering, B2Gold has entered into a subscription agreement to acquire 17,758,678 common shares at a price of C$0.97 per share for aggregate gross proceeds to the Company of $17,225,917.66. In addition, B2Gold has exercised an aggregate of 2,113,636 outstanding warrants of the Company. Prior to completion of the Offering and the exercise of outstanding warrants, B2Gold held 9,805,992 common shares of the Company, representing approximately 9.2% of the issued and outstanding common shares of Prospector. Upon completion of the Offering and the exercise of outstanding warrants, B2Gold will hold 29,678,306 common shares representing 19.9% of the issued and outstanding common shares of Prospector. B2Gold has acquired the Shares for investment purposes. B2Gold will evaluate its investment in Prospector from time to time and may, in the future, from time to time, directly or indirectly, acquire additional securities of Prospector, or dispose of such securities subject to a number of factors, including, without limitation, general market and economic conditions and other investment and business opportunities available. The exemptions relied on for the acquisition of the Shares under the subscription agreement is Section 2.3 of National Instrument 45-106 – Prospectus and Registration Exemptions. A copy of the Early Warning report filed by B2Gold in connection with the acquisition will be available on Prospector’s SEDAR+ profile. B2Gold’s head office is located at Suite 3400 – 666 Burrard Street, Vancouver, BC, V6C 2X8.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any 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.

About Prospector Metals Corp.

Prospector Metals Corp. is a proud member of Discovery Group. The Company is focused on district scale, early-stage exploration of gold and base metal prospects. Creating shareholder value through new discoveries, the Company identifies underexplored or overlooked mineral districts displaying important structural and mineralogical occurrences similar to more established mining operations. The majority of acquisition activity occurs in the Yukon and Ontario, Canada – Historical mining jurisdictions with an abundance of overlooked geological regions possessing high mineral potential. Prospector establishes and maintains relationships with local and Indigenous rightsholders and seeks to develop partnerships and agreements that are mutually beneficial to all interested parties.