Dr. Rob Carpenter reports

PROSPECTOR TO ACQUIRE ML PROPERTY, YUKON

Prospector Metals Corp. has entered into a property purchase agreement to acquire a 100-per-cent interest in the ML property (also known as the Mike Lake property) from Troilus Gold Corp. The ML property encompasses 4,757 hectares within the prolific Tintina gold belt and is located approximately 80 kilometres from Dawson City, Yukon, and 25 kilometres northeast of the former Brewery Creek gold mine. The ML property will be acquired from Troilus Gold through a share-only purchase agreement. Troilus will become a keystone shareholder and is expected to own 19.9 per cent of the issued shares of Prospector on closing of the transaction.

Highlights:

• The ML property hosts multiple known prospects over 13.5-kilometre trend associated with four identified intrusions and related dike/sill swarms. Target types include intrusion-related gold, gold-copper-tungsten skarn, high-grade vein and replacement gold-silver mineralization associated with a series of Tombstone suite granitic intrusives.
• Work completed up to 2008 included airborne/ground geophysics, satellite imagery, geologic mapping, extensive rock and soil sampling, and diamond drilling (more than 16,700 metres over 117 holes). No significant work has been conducted on the property since 2008. Most of the historic work focused on the Skarn Ridge and North Vein targets. Highlight drill results include:
  • Skarn Ridge:
    • SK07-001 -- 1.38 grams per tonne gold and 0.61 per cent copper over 89.31 metres;
    • SK08-019 -- 3.07 grams per tonne gold and 0.74 per cent copper over 76.18 metres, including 3.56 grams per tonne gold and 0.9 per cent copper over 56.58 metres;
  • North vein:
    • NV05-12 -- 7.86 grams per tonne gold over 12.09 metres;
    • NV05-02 -- 7.67 grams per tonne gold over 18.43 metres.
• Importantly, historical drill efforts focused on only a very small portion on the claim block, and the ML property is host to dozens of high-grade gold and gold-copper surface occurrences identified in historical work that to date have not been drill tested.
• Initial fieldwork at the ML property will begin in summer 2024 and will consist of a phase 1 ground evaluation followed by a contingent phase 2 drill program.
• Prospector is also planning to complete a VTEM (versatile time-domain electromagnetic) geophysical survey on its Devon nickel-copper property in the first half of 2024 and remains committed to its portfolio of nickel-copper properties in Ontario and Quebec.

Dr. Rob Carpenter, PGeo, chief executive officer of Prospector, expressed: "The ML property stands out as an exceptional opportunity for multiple reasons. Firstly, it's rare to have a property host so many high-grade, undrilled surface occurrences within such a fertile environment. Secondly, our knowledge base of gold deposits in Yukon has grown so much since the last time the ML property was worked in 2008. Large deposits like Golden Saddle, Coffee and Snowline were discovered after 2008, and our technical team is eager to view the ML property through a more modern exploration lens.

"I am also delighted to welcome Andrew Rockandel to the Prospector board. Andrew has a long history with Discovery Group and brings experience and a complementary skill set to Prospector that I am confident will help propel the company forward."

John Robins, strategic adviser to Prospector and principal of Discovery Group, stated: "Yukon's mineral potential is truly world class, and few companies are as well positioned as the Prospector team to capitalize on this. Led by Dr. Robert Carpenter, Prospector boasts one of the best technical teams in Canada. Rob has been a key part of Discovery Group since its inception, having co-founded Kaminak Gold Corp. in 2005. In 2010, his team discovered the five-million-ounce Coffee gold deposit, which ultimately resulted in the $520-million sale to Newmont (Goldcorp)."

ML property overview

The ML property includes at least four Mid-Cretaceous Tombstone suite intrusions and associated dike/sill swarms hosted within sequences of calcareous-clastic sediments and limestone. The area has undergone intense structural deformation, including numerous generations of faulting, fracturing, shearing and localized folding. These structures appear to have played a key role in the localization of intrusive activity and, subsequently, gold-silver-copper mineralization. Several styles of mineralization are observed on the property with 34 currently known prospects and occurrences occurring over a 13.5-kilometre trend. Mineralization styles include gold-copper-bearing sheeted quartz veins within intrusive stocks; adjacent zones of disseminated and vein-controlled gold-copper-plus-or-minus mineralization in clastic sediments and/or skarn-replacement bodies in calcareous units; and structurally controlled high-grade gold-silver (plus or minus base metal) veins. The mineralization is generally associated with intrusive dike swarms (including lamprophyres) and areas with intense structural deformation.

The ML property has seen intermittent exploration since the late 1960s by both senior and junior exploration companies. The property has an impressive technical database, which includes propertywide airborne geophysics, satellite imagery, extensive soil and rock sampling, prospecting, selective ground geophysics, and diamond drilling (more than 16,700 metres over 117 holes). Most of this exploration took place from 2004 to 2008 -- a period when most drilling was focused on two specific skarn/replacement-type targets: Skarn Ridge (71 drill holes) and North vein (23 drill holes). No significant work has been carried out since 2008, and there remain large parts of the property that have received little or no exploration and evaluation. Several of the mineralized areas have undergone only cursory assessment by previous operators and present very attractive targets.

ML property acquisition agreement

Prospector has entered into a property purchase agreement with Troilus Gold to acquire the ML property with the following key terms:

• 100-per-cent interest in the ML property in Yukon;
• Prospector to issue Troilus shares such that Troilus will hold a 19.9-per-cent interest in Prospector on an undiluted basis following closing of the private placement offering (see herein);
• Prospector has granted Troilus a participation right to maintain its ownership interest should Prospector propose to sell additional securities (participation right expires if Troilus falls below 5-per-cent interest);
• Troilus has the right to nominate one person to the board of directors of Prospector;
• Prospector to provide Troilus with a milestone payment within 30 days of the completion of a mineral resource estimate, payable in cash or shares (with certain limitations should this result in Troilus holding over 20 per cent of the issued and outstanding shares of Prospector); the milestone payment shall be $1-million (if Prospector's market capitalization is less than $20-million) or $2-million (if Prospector's market capitalization is greater than $20-million).

The transaction with Troilus is subject to Prospector completing a concurrent equity financing for gross proceeds of not less than $1-million.

Consolidation

The board of directors of Prospector has approved the consolidation of all of Prospector's outstanding common shares on the basis of three preconsolidation common shares for one postconsolidation common share. The reasons for the consolidation are to increase Prospector's flexibility in the marketplace and to make the company's securities more attractive to a wider audience of potential investors. The consolidation is subject to approval by the TSX Venture Exchange.

Prospector currently has 63,462,472 common shares issued and outstanding. Assuming no changes in the number of the common shares outstanding, after giving effect to the consolidation (prior to taking into account the common shares issued in the private placement offering described herein), the company would have approximately 21,154,157 common shares issued and outstanding.

Any fractional interest in common shares resulting from the consolidation will be rounded down to the nearest whole common share. Registered shareholders will receive a letter of transmittal from TSX Trust Company, Prospector's transfer agent, with information on how to replace their old share certificates with the new share certificates. Brokerage firms will handle the replacement of share certificates on behalf of their shareholders' accounts. If approved by the TSX-V, the consolidation will occur immediately prior to the closing of the private placement offering (as defined herein).

The exercise price and the number of common shares issuable upon the exercise of Prospector's outstanding stock options and warrants will be proportionately adjusted to reflect the consolidation in accordance with the terms of such securities.

Private placement offering

On a postconsolidation basis, Prospector announces a non-brokered private placement to raise gross proceeds of up to $1.5-million consisting of units offered at a price of 11 cents per unit.

Each unit will comprise one postconsolidation common share and one-half of one common share purchase warrant. Each warrant will be exercisable at a price of 30 cents into one postconsolidated common share for a period of two years from the date of issuance.

If the closing price of the common shares is at a price equal to or greater than 50 cents for a period of 10 consecutive trading days, Prospector will have the right to accelerate the expiry date of the warrants by giving notice, through a news release, to the holders of the warrants that the warrants will expire on the date that is 30 days after the issuance of said news release.

Prospector intends to use the net proceeds of the private placement offering to complete a detailed geophysical survey at its Devon nickel-copper project in Ontario, preliminary assessment work and prospecting of the ML property in Yukon, and for working capital needs.

The private placement offering is subject to certain closing conditions, including, but not limited to, the receipt of all necessary approvals, including the conditional listing approval of the TSX-V.

The company may pay finders' fees under the offering in accordance with applicable securities laws and the policies of the TSX-V. The securities issued under the private placement offering will be subject to a hold period under applicable securities laws in Canada expiring four months and one day from the closing date of the private placement offering.

Members of the company's management team may participate in the private placement offering, including subscriptions from related parties of the company as defined in Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The participation of management in the private placement offering is exempt from formal valuation and minority shareholder approval requirements pursuant to exemptions contained in sections 5.5(c) and 5.7(a) of MI 61-101.

Andrew Rockandel joins as executive director

Prospector is please to announce that it has appointed Mr. Rockandel as executive director of the company.

Mr. Rockandel is an accomplished entrepreneur whose four decades of business experience span mineral resources, renewable energy, forestry and specialized chemicals. Involved in the junior mining market for over 25 years, he has helped found multiple junior companies, bringing together management teams, assets and financing.

Historical data and references

The drill results reported herein are historical in nature. The company has not undertaken any independent investigation of the sampling, nor has it independently analyzed the results of the historical exploration work to verify the results. The company considers these historical drill results relevant as the company will use these data as a guide to plan future exploration programs. The company also considers the data to be reliable for these purposes; however, the company's future exploration work will include verification of the data through drilling. Specific references regarding the historical data include:

• National Instrument 43-101 technical review of the Mike Lake property by Micheal Moore, PGeo, dated July 15, 2011 -- filed Aug. 31, 2011, by Inform Resources Corp. and available on SEDAR+;
• Yukon Assessment Report 095119: Assessment Report describing Geology, Mineralization and Diamond Drilling at the Mike Lake Property by William A. Wengzynowski, PEng, dated February, 2009 -- available from the Yukon Geological Survey;
• Yukon Assessment Report 095029: Assessment Report describing Geology, Mineralization and Diamond Drilling at the Mike Lake Property by Mr. Wengzynowski, dated March, 2008 -- available from the Yukon Geological Survey;
• Yukon Assessment Report 094916: Assessment Report describing Geology, Geophysics and Diamond Drilling of the Mike Lake Property by Mr. Wengzynowski and Martin W. Nunez, BSc, dated May, 2007 -- available from the Yukon Geological Survey;
• Yukon Assessment Report 094614: Assessment Report describing Geology, Geophysics and Diamond Drilling of the Mike Lake Property by Mr. Wengzynowski and Rick J. Zuran, BSc, dated February, 2006 -- available from the Yukon Geological Survey.

Qualified person

The technical content disclosed in this press release was reviewed and approved by Jodie Gibson, PGeo, adviser to Prospector and a qualified person as defined under NI 43-101.

About Prospector Metals Corp.

Prospector Metals, a member of Discovery Group, 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. Prospector is led by an experienced technical and corporate team that has a proven record of making world-class mineral discoveries. Prospector establishes and maintains relationships with local and indigenous rightsholders and is seeking to develop partnerships and agreements that are mutually beneficial to all stakeholders.

We seek Safe Harbor.