Prospector Closes ML Property Acquisition and Private Placement
Suite 1012 – 1030 West Georgia Street, Vancouver, BC V6E 2Y3
Prospector Closes ML Property Acquisition and
Private Placement
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Vancouver, BC – March 5, 2024, Prospector Metals Corp. (“Prospector” or the “Company”) (TSXV:
PPP; OTCQB: PMCOF; Frankfurt: 1ET) is pleased to announce the closing of its previously announced
acquisition of the ML Property (also known as the Mike Lake Property) (the “Transaction”) from Troilus
Gold Corporation (“Troilus”), pursuant to a property purchase agreement (the “Purchase Agreement”)
with Troilus. The ML Property and the terms of the Purchase Agreement are described in the
Company’s press release dated January 3, 2024.
Pursuant to the Transaction, the Company issued 9,222,164 common shares of the Company ( the
“Common Shares”) to Troilus after giving effect to the Company’s Consolidation (as defined below).
As a result of the issuance, Troilus holds 19.9% of the issued Common Shares of the Company. The
Common Shares issued to Troilus are subject to a voluntary hold period of twelve (12) months from
the date of issuance. There were no finder’s fees paid in connection with the Transaction.
Private Placement Offering
The Company is also pleased to announce that it has closed its previously announced non-brokered
private placement (the “ Private Placement”) for gross proceeds to the Company of $2,000,000. In
connection with the Private Placement, the Company issued 9,090,909 units at a price of $0.11 per
unit and 6,666,666 units at a price of $0.15 per unit (each, a “ Unit”). Each Unit consists of one post-
Consolidation Common Share and one half of one Common Share purchase warrant (each whole
warrant, a “Warrant”). Each W arrant is exercisable into one Common Share at an exercise price of
$0.30 for a period of two years from the date of issue. If the closing price of the Common Shares is at
a price equal to or greater than $0.50 for a period of 10 consecutive trading days, the Company will
have the right to accelerate the expiry date of the Warrants by giving notice, via a news release, to the
holders of the Warrants that the Warrants will expire on the date that is 30 days after the issuance of
said news release.
In connection with closing of the Private Placement, the Company paid cash finders’ fees totaling
$31,326.88 and issued 246,674 finders’ warrants (the “Finders’ Warrants”). Each Finders’ Warrant is
exercisable to purchase one Common Share at a price of $0.30 per Common Shares for 2 years from
the date of issue, subject to acceleration.
Prospector intends to use the net proceeds of the Private Placement to complete a detailed geophysical
survey at its Devon Ni-Cu Project in Ontario, preliminary assessment work and prospecting of the ML
Property in Yukon Territory, and for working capital needs.
The Private Placement is subject to the final acceptance of the TSX Venture Exchange (the “TSXV”)
and all securities issuable in connection with the Private Placement are subject to a statutory hold
period, in accordance with applicable securities laws, until July 6, 2024.
The Private Placement constitutes a related-party transaction as defined under Multilateral Instrument
61-101 (“MI 61-101”) as there are certain insiders participating. Because the Company’s shares trade
only on the TSXV, the issuance of securities is exempt from the formal valuation requirements of
Section 5.4 of MI 61-101 pursuant to Subsection 5.5(b) of MI 61-101 and exempt from the minority
approval requirements of Section 5.6 of MI 61-101 pursuant to Subsection 5.7(b) of MI 61-101.
Consolidation
As previously announced on February 28, 2024, Prospector consolidated its Common Shares on a 3:1
basis (the “Consolidation”) and began trading on a post-Consolidation basis effective at market open
on March 4, 2024.
About Prospector Metals Corp.
Prospector Metals Corp., a member of Discovery Group, 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. Prospector is led by an
experienced technical and corporate team that has a proven track record of making world-class mineral
discoveries. 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 use of proceeds from the
Private Placement and the receipt of final TSXV approval for the Private Placement. 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,” “potential,” “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 TSXV, 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 risks associated with
general economic conditions; adverse industry events; loss of markets; volatility of commodity prices;
inability to access sufficient capital and/or inability to access sufficient capital on favourable terms; risks
that the property purchase agreement could be terminated; 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 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.