Dr. Rob Carpenter reports

PROSPECTOR UPDATES FINANCING

Prospector Metals Corp. has revised the size of the non-brokered private placement announced Jan. 3, 2024. Prospector will proceed with the previously announced common share offering to raise gross proceeds of up to $1-million by the issuance of up to 9,090,909 units at a price of 11 cents per unit and, in addition, will issue up to 6,666,666 units at a price of 15 cents per unit, for total gross proceeds of up to $2-million.

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 (see Jan. 3, 2024, press release for details on share consolidation).

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, via 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 apply $1-million of the net proceeds of the offering for preliminary assessment work and prospecting of the ML property in Yukon Territory, and the remainder of the net proceeds for detailed geophysical survey at its Devon Ni-Cu (nickel-copper) project in Ontario, and for working capital needs.

The closing of the offering is subject to all necessary regulatory approvals including the approval of the TSX Venture Exchange.

The company may pay finders' fees under the offering in accordance with applicable securities laws and the policies of the TSX Venture Exchange. 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 offering.

Members of the company's management team may participate in the 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 offering is exempt from formal valuation and minority shareholder approval requirements pursuant to exemptions contained in sections 5.5(c) and 5.7(1)(a) of MI 61-101.

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 seeks to develop partnerships and agreements that are mutually beneficial to all stakeholders.

We seek Safe Harbor.