Dr. Rob Carpenter reports

PROSPECTOR ANNOUNCES FLOW-THROUGH PRIVATE PLACEMENT

Prospector Metals Corp. has arranged a non-brokered private placement to raise gross proceeds of up to $750,000 consisting of flow-through units offered at a price of 21 cents per charity flow-through unit.

Each charity flow-through unit will comprise one flow-through common share and one-half of one non-flow-through common share purchase warrant. Each warrant will be exercisable at a price of 30 cents into one common share for a period of one year from the date of issuance.

Prospector intends to use the gross proceeds of the offering for preliminary assessment work and prospecting of the ML property in Yukon.

The offering is expected to close on or about May 6, 2024, and 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 Venture Exchange.

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 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.

The flow-through 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 flow-through shares will be used to incur eligible resource exploration expenses that 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, 2025, 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, 2024.

About Prospector Metals Corp.

Prospector Metals is a Discovery Group company 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 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.