Prospect Ridge Resources Corp.  (CSE: PRR) (OTC: PRRSF) (FRA: OED) is pleased to announce that it has closed the final tranche of its non-brokered private placement of $0.16 units and $0.18 flow-through units announced May 29, 2024, and June 14, 2024 respectively, (see news releases for details). The final tranche consists of 2,912,500 NFT Units for gross proceeds of $466,000 plus an additional 7,717,441 FT Units for gross proceeds of $1,389,139.38.

In total, the Company has raised aggregate gross proceeds of $5,218,847.24, comprised of $2,860,520 in NFT Units plus an additional $2,358,327.24 in FT Units.

CEO Mike Iverson commented, “We are incredibly grateful to everyone who has supported us during this financing round. Your trust and confidence in Prospect Ridge Resources is deeply appreciated. We look forward to delivering on our promises and working diligently to create value for all our shareholders. Your belief in our vision fuels our commitment to achieving significant results during our upcoming drill program.”

In connection with the final tranche, the Company paid aggregate finder fees of $100,801.38 in cash, 73,062 finder warrants having the same terms as the NFT Unit warrants (exercisable at $0.25) and 495,063 finder warrants having the same terms as the FT Unit warrants (exercisable at $0.30). All securities issued in the final tranche are subject to a statutory hold period expiring on November 25, 2024. The final tranche and associated finder fees are subject to final Exchange acceptance.

Insiders of the Company purchased an aggregate of 312,500 NFT Units ($50,000) and 27,777 FT Units ($4,999.86), representing approximately 10.7% and 0.36%, respectively, of the NFT Units and FT Units issued in the final tranche. The common shares so acquired by insiders represent approximately 0.41% of the issued and outstanding common shares upon closing, and together with the common shares issuable on exercise of the warrants so acquired by insiders would constitute an aggregate number of common shares representing approximately 0.61% of the then issued and outstanding shares as of closing.

The participation by insiders constitutes a “related party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions. The Company is relying upon the exemptions from the formal valuation and minority shareholder approval requirements pursuant to sections 5.5(a) and (b), and 5.7(1)(a), respectively, of MI 61-101 on the basis that neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the transaction insofar as it involves interested parties (within the meaning of MI 61-101) in the transaction exceeds 25% of the Company’s market capitalization as calculated in accordance with MI 61-101, and/or on the basis that no securities of the Company are listed or quoted on a stock exchange as specified in MI 61-101.

Use of Proceeds of the Offering

The gross proceeds of the NFT Placement will be used to fund exploration expenditures on the Knauss Creek Property and Holy Grail Property, corporate development and general working capital, while the gross proceeds of the FT Placement will be used to fund exploration expenditures on the Properties and other Canadian Exploration Expenses that will qualify as “flow-through mining expenditures” as defined in subsection 127(9) of the Income Tax Act (Canada), and “BC flow-through mining expenditures”, as defined in the Income Tax Act (British Columbia).

About Prospect Ridge Resources Corp.

Prospect Ridge Resources Corp. is a British Columbia based exploration and development company focused on gold exploration. Prospect Ridge’s management and technical team cumulate over 100 years of mineral exploration experience and believes the Knauss Creek and the Holy Grail properties to have the potential to extend the boundaries of the Golden Triangle to cover this vast under-explored region.