Prospector Announces Closing of Flow-Through Private Placement

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Prospector Announces

Closing of Flow-Through Private Placement

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES FOR DISSEMINATION IN THE UNITED STATES

Vancouver, BC – May 21, 2024, Prospector Metals Corp. (“Prospector” or the “Company”) (TSXV:

PPP; Frankfurt: 1ET0) is pleased to announce that it has closed its previously announced non-brokered

private placements consisting of charity flow-through units (the “Charity FT Units”) offered at a price of

$0.21 per Charity FT Unit for gross proceeds to the company of $750,000 (the “Offering”)

Each Charity FT Unit consists 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 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 Territory.

The Offering is subject to certain closing conditions including, but not limited to, the receipt of all

necessary approvals including final approval of the TSX Venture Exchange.

The Company paid cash finders’ fees totaling $ 17,399.98 and issued 116 ,000 finders’ warrants at

$0.30. Each finders’ warrant is exercisable for 1 year from the date of issue. The securities issued

under the Offering are 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, 2025 and will be renounced by the Company to the initial purchasers of the

FT Shares with an effective date no later than December 31, 2024.

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 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 seeking to develop

partnerships and agreements that are mutually beneficial to all stakeholders.

On behalf of the Board of Directors,

Prospector Metals Corp.

Dr. Rob Carpenter, Ph.D., P.Geo.

President & CEO

For further information about Prospector Metals Corp. or this news release, please visit our website at

www.prospectormetalscorp.com or contact us by email at [email protected].

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 th ereto, 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 wi ll 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 cauti ons 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 st atements 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, risk s 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.sedarplus.ca 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.