Dr. Rob Carpenter reports

PROSPECTOR CLOSES ML PROPERTY ACQUISITION AND PRIVATE PLACEMENT

Prospector Metals Corp. has closed its previously announced acquisition of the ML property (also known as the Mike Lake property) from Troilus Gold Corp., pursuant to a property purchase agreement with Troilus. The ML property and the terms of the purchase agreement are described in the company's press release dated Jan. 3, 2024.

Pursuant to the transaction, the company issued 9,222,164 common shares of the company to Troilus after giving effect to the company's consolidation (as defined herein). As a result of the issuance, Troilus holds 19.9 per cent of the issued common shares of the company. The common shares issued to Troilus are subject to a voluntary hold period of 12 months from the date of issuance. There were no finders' fees paid in connection with the transaction.

Private placement offering

The company is also pleased to announce that it has closed its previously announced non-brokered private placement for gross proceeds to the company of $2-million. In connection with the private placement, the company issued 9,090,909 units at a price of 11 cents per unit and 6,666,666 units at a price of 15 cents per unit. Each unit consists of one postconsolidation common share and one-half of one common share purchase warrant. Each warrant is exercisable into one common share at an exercise price of 30 cents for a period of two years from the date of issue. 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, the company 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.

In connection with closing of the private placement, the company paid cash finders' fees totalling $31,326.88 and issued 246,674 finders' warrants. Each finder's warrant is exercisable to purchase one common share at a price of 30 cents per common shares for two years from the date of issue, subject to acceleration.

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

The private placement is subject to the final acceptance of the TSX Venture Exchange and all securities issuable in connection with the private placement are subject to a statutory hold period, in accordance with applicable securities laws, until July 6, 2024.

The private placement constitutes a related-party transaction as defined under Multilateral Instrument 61-101 as there are certain insiders participating. Because the company's shares trade only on the TSX-V, the issuance of securities is exempt from the formal valuation requirements of Section 5.4 of MI 61-101 pursuant to Subsection 5.5(b) of MI 61-101 and exempt from the minority approval requirements of Section 5.6 of MI 61-101 pursuant to Subsection 5.7(b) of MI 61-101.

Consolidation

As previously announced on Feb. 28, 2024, Prospector consolidated its common shares on a 1:3 basis and began trading on a postconsolidation basis effective at market open on March 4, 2024.

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.