Mr. Mike Iverson reports

PROSPECT RIDGE ANNOUNCES SECOND TRANCHE CLOSING OF UNIT PRIVATE PLACEMENT AND FIRST TRANCHE CLOSING OF FLOW-THROUGH UNIT PRIVATE PLACEMENT

Prospect Ridge Resources Corp. has closed the second tranche of its non-brokered private placement of 16-cent units announced May 29, 2024 (see news release for details), issuing an aggregate of 1,681,259 units for gross proceeds of $269,000.

The company also reports it has closed the first tranche of its non-brokered flow-through private placement of 18-cent flow-through units announced on June 14, 2024 (see news release for details), issuing an aggregate of 5,384,377 flow-through units for gross proceeds of $969,187.86.

In connection with the two tranches, the company paid an aggregate of $49,560 in cash and issued an aggregate of 3,500 finder warrants having the same terms as the NFT placement warrants (exercisable at 25 cents) and 282,021 finder warrants having the same terms as the FT placement warrants (exercisable at 30 cents). All securities issued in the two tranches are subject to a statutory hold period expiring on Nov. 6, 2024.

Insiders of the company purchased an aggregate of 62,500 non-flow-through units ($10,000) and 100,000 flow-through units ($18,000), representing approximately 3.7 per cent and 1.9 per cent of the total number of non-flow-through and flow-through units issued in the respective closings. The common shares so acquired by insiders represented approximately 0.22 per cent 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 0.34 per cent of the then issued and outstanding shares upon 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 per cent 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 finance exploration expenditures on the Knauss Creek property and the Holy Grail property, for corporate development and for general working capital, while the gross proceeds of the FT placement will be used to finance 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 B.C. flow-through mining expenditures as defined in the Income Tax Act (British Columbia).

About Prospect Ridge Resources Corp.

Prospect Ridge 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 believe the Knauss Creek and the Holy Grail properties have the potential to extend the boundaries of the Golden Triangle to cover this vastly underexplored region.

We seek Safe Harbor.