Prospector Announces $1.0 Million Flow-Through Private Placement
Suite 1430 – 800 West Pender Street, Vancouver, BC V6C 2V6
Prospector Announces $1.0 Million
Flow-Through Private Placement
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES FOR DISSEMINATION IN THE UNITED STATES
Vancouver, BC. February 21, 2023: Prospector Metals Corp. (“Prospector” or the “ Company”)
(TSXV: PPP; Frankfurt: 1ET0) announces a non-brokered private placement to raise gross proceeds
of up to C$1 million consisting of Ontario charity flow-through units (the “Charity FT Units”) offered at
a price of $0.28 per Charity FT Unit and Ontario flow -through units (the “ON FT Units”) offered at a
price of $0.21 per ON FT Unit (the “Offering”).
Each Charity FT Unit and ON FT Unit will be comprised of one flow-through common share (a “FT
Share”) and one half of one non-flow-through common share purchase warrant (each whole warrant,
a “Warrant”). Each Warrant will be exercisable at a price of $0.30 into one common share for a period
of two years from the date of issuance.
Prospector intends to use the gross proceeds of the Offering for a diamond drilling program at the
Company’s Whitton Ni-Cu Project in Ontario, anticipated to begin at the end of March, and for
advancing the Company’s portfolio of nickel and gold projects in Ontario.
The Offering is expected to close on or about March 1 4, 2023 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 accordanc e with applicable securities laws
and the policies 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.
The FT Shares will qualify as “flow- through shares” (within the meaning of subsection 66(15) of the
Income Tax Act (Canada) (the “Tax Act”)). An amount equal to the gross proceeds from the issuance
of the FT 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) (collectively, the “Qualifying
Expenditures”). Qualifying Expenditures in an aggregate amount not less than the gross proceeds
raised from the issue of the FT Shares will be incurred (or deemed to be incurred) by the Company on
or before December 31, 2024 and will be renounced by the Company to the initial purchasers of the
FT Shares with an effective date no later than December 31, 2023.
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 ("MI 61- 101"). 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.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities
in the United States. The securities have not been and will not be registered under the United States
Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not
be offered or sold within the United States or to U.S. Persons unless registered under the U.S.
Securities Act and applicable state securities laws or an exemption from such registration is available.
About Prospector Metals Corp.
Prospector Metals Corp. is a Discovery Group Company with a business model focussed on district
scale, early-stage exploration of gold and base metal prospects and create shareholder value through
new discoveries. The Company’s focus is to identify underexplored or overlooked mineral districts
which display important structural and mineralogical similarities with well-endowed mining camps. The
majority of the projects acquired by Prospector occur in Ontario, Canada, which is a tier -1 mining
jurisdiction with abundant overlooked geological regions with high mineral potential. Prospector
engages proactively with local and Indigenous rightsholders and seeks to develop relationships and
agreements that are mutually beneficial to all stakeholders.
On behalf of the Board of Directors,
Prospector Metals Corp.
Alex Heath, CFA
President & CEO
For further information about Prospector Metals Corp. or this news release, please visit our website at
prospectormetalscorp.com or contact Alex Heath at 604- 354-2491 or by email at
Prospector Metals Corp. is a proud member of Discovery Group. For more information please visit:
discoverygroup.ca
Forward-Looking Statement Cautions:
This press release contains certain “forward- looking statements” within the meaning of Canadian securities
legislation, including, but not limited to, statements regarding the Company’s plans with respect to the Company’s
projects and the timing related thereto, the merits of the Company’s projects, the Company’s objectives, plans
and strategies, the Offering and other project opportunities. Although the Company believes that such statements
are reasonable, it can give no assurance that such expectations will prove to be correct. Forward- looking
statements are statements that are not historical facts; they are generally, but not always, identified by the words
“expects,” “plans,” “anticipates,” “believes,” “intends,” “estimates,” “projects,” “aims,” “potenti al,” “goal,”
“objective,”, “strategy”, “prospective,” and similar expressions, or that events or conditions “will,” “would,” “may,”
“can,” “could” or “should” occur, or are those statements, which, by their nature, refer to future events. The
Company cautions that Forward- looking statements are based on the beliefs, estimates and opinions of the
Company’s management on the date the statements are made and they involve a number of risks and
uncertainties. Consequently, there can be no assurances that such statements will prove to be accurate and
actual results and future events could differ materially from those anticipated in such statements. Except to the
extent required by applicable securities laws and the policies of the TSX Venture Exchange, the Company
undertakes no obligation to update these forward- looking statements if management’s beliefs, estimates or
opinions, or other factors, should change. Factors that could cause future results to differ materially from those
anticipated in these forward- looking statements include the risk of accidents and other risks associated with
mineral exploration operations, the risk that the Company will encounter unanticipated geological factors, or the
possibility that the Company may not be able to secure permitting and other agency or governmental clearances
necessary to carry out the Company’s exploration plans, risks and uncertainties related to the COVID -19
pandemic, risks and uncertainties related to the Company’s ability to complete the Offering and the size of the
Offering, the t ax treatment of the FT Shares; the timing of the renouncement of the Qualifying Expenditures in
favour of the subscribers, and the risk of political uncertainties and regulatory or legal changes in the jurisdictions
where the Company carries on its business that might interfere with the Company’s business and prospects. The
reader is urged to refer to the Company’s reports, publicly available through the Canadian Securities
Administrators’ System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com for a more
complete discussion of such risk factors and their potential effects
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the
policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this
release.