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Prospector Metals Corp (2)
Symbol PPP
Shares Issued 106,613,712
Close 2025-11-06 C$ 0.90
Market Cap C$ 95,952,341
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Prospector Metals arranges $27.65M private placement

2025-11-07 12:13 ET - News Release

Dr. Rob Carpenter reports

PROSPECTOR ANNOUNCES ADDITIONAL NON-BROKERED PRIVATE PLACEMENTS

Prospector Metals Corp. has arranged a non-brokered private placement to raise gross proceeds of up to $27,658,351 through the issuance of 5.5 million flow-through common shares (the FT shares) at a price of $1.00 per FT share and 22,843,661 non-flow-through common shares (the NFT shares) at a price of 97 cents per NFT share.

In connection with the offering of the NFT shares, Alpayana SAC has agreed to subscribe for an aggregate of 14,631,283 NFT shares. Upon completion of the offering, Alpayana will have aggregate beneficial ownership and control over approximately 9.9 per cent of the issued and outstanding common shares of the company.

In addition: 1) the company's largest shareholder, B2Gold Corp., has agreed to exercise an aggregate of 2,133,636 outstanding warrants and subscribe for an additional 7,181,451 NFT shares, in addition to its previously announced subscription for 10,309,278 common shares, bringing its strategic investment in the company on closing of the offering to 29,410,357 common shares representing 19.9 per cent of the issued and outstanding shares of the company; and 2) an investment group led by John Robins of Discovery Capital has agreed to subscribe for 6.5 million total shares.

Rob Carpenter, chief executive officer and director of Prospector, said: "Prospector welcomes the support of Alpayana, along with the Gubbins family, with this timely investment to accelerate advancing our ML project. The company is also appreciative of the increased investment from B2Gold, who believe in the strong exploration potential of the ML project."

John Robins, adviser and principal of Discovery Capital, said: "It's a pleasure to be working closely again with Dr. Rob Carpenter. Our last venture led to the discovery of over five million ounces of gold at the Coffee project south of Dawson City, Yukon. Under Rob's leadership Prospector is poised to be the Yukon's next big gold discovery."

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 which 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, 2026, 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, 2025.

Prospector intends to use the proceeds of the FT shares to finance its exploration program at its ML project in Yukon, which includes up to 5,000 metres of diamond drilling focused on five target areas, as reported in the company's news release dated April 9, 2025, and the proceeds of the NFT shares for additional funding of its exploration program at the ML project and for general working capital purposes.

There are no finders' fees or commissions payable in connection with the offering. The offering is subject to certain closing conditions, including, but not limited to, the receipt of all necessary approvals, including the conditional approval of the TSX Venture Exchange.

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.

About Prospector Metals Corp.

Prospector Metals is a proud member of Discovery Group. The company 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. The majority of acquisition activity occurs in Yukon and Ontario, Canada -- historical mining jurisdictions with an abundance of overlooked geological regions possessing high mineral potential. Prospector establishes and maintains relationships with local and indigenous rightsholders and seeks to develop partnerships and agreements that are mutually beneficial to all interested parties.

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