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PPP.V ·

Prospector Completes Consolidation

Corporate Actions

Suite 1012 – 1030 West Georgia Street, Vancouver, BC V6E 2Y3

PROSPECTOR COMPLETES CONSOLIDATION

Vancouver, BC – February 28, 2024, Prospector Metals Corp. (“Prospector” or the “ Company”)

(TSXV: PPP; OTCQB: PMCOF; Frankfurt: 1ET 0) announces that further to its news release dated

January 3, 2024, Prospector has consolidated its common shares on the bas is of one (1) new -post-

consolidation common share for every three (3) pre -consolidation common shares effective as of

March 4, 2024 (the “Consolidation”). There will be no name change or trading symbol change in

conjunction with the Consolidation.

Effective at the opening of market on March 4, 2024 , the common shares of Prospector will commence

trading on a post-Consolidation basis under the existing ticker symbol “PPP” and new CUSIP: 74359L204;

ISIN: CA74359L2049. There are currently 63,462,472 common shares of Prospector outstanding and

following the Consolidation Prospector will have approximately 21,154,157 common shares outstanding.

No fractional shares will be issued in connection with the Consolidation. Shareholders who would

otherwise be entitled to receive a fraction of a common share will be rounded down to the nearest whole

common shares and no cash consideration will be paid in respect of the fractional shares. Registered

holders of common shares of Prospector will receive a letter of transmittal from TSX Trust Company with

instructions on how to exchange existing share certificates for new post-Consolidation share certificates.

The exercise price and number of Common Shares issuable upon the exercise of Prospector’s

outstanding stock options and warrants have been proportionately adjusted to reflect the Consolidation in

accordance with the terms of such securities.

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. P rospector 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

[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 Consolidation and the

timing thereof; the impact of the Consolidation on the Company’s securities; 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, 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,” “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 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 of political uncertainties and regulatory or legal changes in t he 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.