Prospect Ridge Resources Corp. Announces Property Option Agreement; $6 Million Non-Brokered Private Placement; and Appoints Former CEO and Chairman of Fortuna Silver Mines Inc. as Chief Executive Officer
PROSPECT RIDGE RESOURCES CORP. ANNOUNCES PROPERTY OPTION AGREEMENT; $6
MILLION NON-BROKERED PRIVATE PLACEMENT; AND APPOINTS FORMER CEO AND
CHAIRMAN OF FORTUNA SILVER MINES INC. AS CHIEF EXECUTIVE OFFICER
Vancouver, British Columbia, August 27, 2021 . Prospect R idge Reso urces Corp. (CSE:PRR) (the
"Company" or " Prospect") is p leased to announce that it has entered into a property option
agreement with Loan Wolf Exploration Ltd. (“Loan Wolf ”) dated August 26, 2021 (the
"Agreement"), pursuant to which the C ompany has acquired options to purchase a 100% interest
in and to certain mineral claims and placer claims collectively known as the Holy Grail Property
(the “ Property”). Such options are comprised of : (1) an option t o purchase 50% of the mineral
claims comprising the Property (the “First Option”); (2) an option to purchas e the remaining 50%
of the mineral claims comprising the Property (the “Second Optio n”); and (3) an option (the
“Placer Option ” and, together with the First Option and the Second Option, t he “Option”) to
purchase 100% of the placer claims comprising the Property (the “Placer Claims”). The Property is
located north of Terrace, B.C., near the historical mining area known as the Golden Triangle.
Option to Acquire the Holy Grail Property
In o rder to ma intain and exer cise the First Option, Prospect must satisfy the following
requirements:
Shares Cash Expenditures
On closing date of the
Agreement (the “Closing
Date”) 2,000,000 $200,000 -
On first anniversary of the
Closing Date 1,000,000 $160,000 $1,000,000
On second anniversary of
the Closing Date 1,000,000 $160,000 $1,000,000
TOTAL 4,000,000 $520,000 $2,000,000
In order to maintain and exerci se the Second Option, Prospect must satis fy the following
requirements:
Shares Cash Expenditures
On third anniversary of the
Closing Date 1,000,000 $160,000 $1,000,000
On fourth anniversary of the
Closing Date 1,000,000 $160,000 $1,000,000
On fifth anniversary o f the
Closing Date 1,000,000 $160,000 $1,000,000
TOTAL 3,000,000 $480,000 $3,000,000
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In order to maintain and exercise the Placer Option, Prospect must , subject to exercise of the
Second Option, make a ca sh payment in the amount of the aggregate staking and maintenance
costs incurred by Prospect on the Placer Claims up to and including the Closing Date on or before
the date that is 30 days after the deemed exercise of the Second Option.
The Company has gr anted Loan Wolf a 3 .0% net smelter returns royalty (the “ Royalty”) with
respect to non -placer operations on the Property. The Company has t he right to purchase from
Loan Wolf 1.0% of the Royalty for $1,000,000 withi n 5 years after the earlie r of the date t hat
Option is exercised or the Agreement is terminate d. With respec t to placer operations on the
Placer Claims, the Company has also granted Loan Wolf a royalty, payable in kind, equal to 10% of
the placer gold and gemstones removed from the Property.
During the period ending on th e earlier of the date the Option is exercised and the date the
Agreement is terminated, and for a period of two years thereafter, the Company has agreed to
provide Loan Wolf w ith a r ight of first refusal to participate in any equity financing conducted by
the Company such that its aggregate holding of common shares in the Company (including
convertible securities held by Loan Wolf) equals 9.9% of the then -issued common s hares of the
Company upon completion of the equity financing.
Finder’s Fees
In connection with the Agreement, the Company has also agreed to issue to Triple K Ventures Ltd.
(“Triple K”) an aggregate of 1,000,000 finder’s shares in accordance with the following schedule:
Finder’s Shares
On signing of the Agreement 285,715
On first anniversary of the Agreement 142,857
On second anniversary of the Agreement 142,857
On third anniversary of the Agreement 142,857
On fourth anniversary of the Agreement 142,857
On fifth anniversary of the Agreement 142,857
TOTAL 1,000,000
The Company has further agreed to reimburse Triple K for certain expenditures incurred in respect
of the Property in the amount of $293,339.50.
Triple K is 100% owned and controlled by M ichael Iverson, who is bei ng appointed as the Chief
Executive Officer and a director of the Company, as discussed below.
Appointment of Michael Iverson as Chief Executive Officer and Director
The Compan y is also pleased to announce that Michael Iverson h as been appointed as its new
Chief Executive Officer and a director , with Liam Corco ran voluntarily stepping down as Chief
Executive Officer. Mr. Corcoran will continue to serve on the Company’s board of directors.
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Mr. Iverson brings over 30 years of exec utive experience in public markets , including corporate
development, capital formation, acquisitions and mergers . In 1998, Mr. Iverson founded Niogold
Mining Corp. (previously TSXV:NOX) and co-founded Fortuna Silver Mines Inc. (T SE:FVI), and went
on to ser ve in various e xecutive roles at both companies including C hairman, C hief Executive
Officer and President until 2016. Since 2007, Mr. Iverson has also held various ex ecutive positions
at Volcanic Gold Mines (CSE:VG). At Niogold, he led the acquisition and exploration of a large land
package in Val D ’Or, following which the company was acquired by O ban Mining Corp., now
operating as Osisko Mining Inc. (TSE:OSK), as a significant premium to the company ’s market
capitalization. At Fortuna, he was an integral part of the company’s successful development into a
silver p roducer wi th op erating mines in Peru and Mexico. This is Mr. Iver son’s first position as
Chief Executiv e Officer of a public company since transitioning out of that role with Niogold in
2016. Mr. I verson brings a w ealth of experience in p ublic and private equity mar kets an d
important management disciplines in strategic planning, sales and marketing, having raised,
invested and co -invested $100 million in the companies he has led and advised. Mr. Iverson has
acted as the CEO and/or director of companies over the years which have achieved, in aggregate
during the periods of time while Mr. Iverson was so acting, peak market capitalizations in excess of
$1 billion.
Non-Brokered Private Placement
The Company is further pleased to ann ounce that it intends to co mplete a n on-brokered private
placement (the “Private Placement”) of up to 17,142,858 units of the Company ( the “Units”) at a
price of $0.35 per Unit for gross proceeds of up to $6,000,000. Each Unit will be comprised of one
Share and one -half of one commo n share pu rchase warrant (each whole warrant, a “ Warrant”),
with each Warrant entitling the holder thereof t o purchase one Share for an exercise price of
$0.70 per Share for a period of 18 months from the date of issuance. The Warrants will be subject
to a forced ex ercise clause if the trading price of the Shares equals or exceeds $1.15 for 10
consecutive days.
The Company intends to use the proceeds from the Private Placement for exploration purposes on
the Galinee and Holy Grail projects, marketing and public relations and for general working capital
purposes.
Grant of Options
The Company also announces that i t has issued a total of 2,850,000 stock options to certain of its
directors, officers, employees and con sultants. All of the stock opti ons will be ex ercisable for a
period of 18 months at an exercise price of $0.50.
About Prospect Ridge Resources Corp.
Prospect Ri dge Resources Corp. is a min eral ex ploration company engaged in t he identific ation,
acquisition and exploration of mineral projects in North America.
Contact Information
Prospect Ridge Resources Corp.
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Bennett Liu, Chief Financial Officer
Email: [email protected]
Telephone: (236) 521-0576
Neither the Canadian Securities Exchange nor its Regulation Services Provider (as that term is
defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy
or accuracy of this release.
This re lease i ncludes certain statements and information that may constit ute forward -looking
information within the meaning of applicable Canadian securities laws. Forward -looking
statements relate to future events or future performanc e and reflect the expectatio ns or beliefs of
management of the Company regarding future events. Generally, forward-looking statements and
information can be i dentified by the use of forward -looking terminology such as “intends” or
“anticipates”, or variations of such words and phrases or statements that certain actions, events or
results “may”, “co uld”, “should ”, “would” or “occur”. This information a nd these s tatements,
referred to herein as "forward -looking statements", are not historical facts, are made as of the
date of this news release and include without limitation, statements regarding discussions of future
plans, est imates and forecasts and st atements as to man agement's expectations and intentions
with respect to, among other things: the exercise of the Option on the terms set out in the
Agreement; the anticipate d proceeds t o be raised under the Private Placement; the use of any
proceeds raised under the Private Placement; and finder’s fees to be paid in connection with the
Option. These forward -looking statements involve numer ous ris ks and uncertainties and actua l
results mi ght differ materi ally from res ults suggested in any forward -looking sta tements. T hese
risks and uncertainties include, among other things: a failure to obtain regulatory approval of the
Option on the terms set out in the Agreement; failure to exercise the Option on the terms set out in
the Agreement or at all; delays in obtai ning or fa ilure to obtain required regulatory approvals for
the Private Placement; market uncertainty; and failure to raise the anticipated proceeds under the
Private Placement.
In making the forward l ooking statements in this n ews release, the Company ha s applied several
material assumptions, including without l imitation, that: the Company will obtain the required
regulatory approval with respect to the Optio n on the terms set out in t he Agreement and with
respect to the Private Placement; the Company will be able to raise the anticipated proceeds under
the Private Placement; and the Company will use the proceeds of the Private Placement as
currently anticipated.
Although management o f the Company has attempted to identify impo rtant factors that could
cause actual results to differ materially from those contained in forward -looking statements or
forward-looking information, there may be other f actors that cause results not to be as
anticipated, estimated or intende d. There can b e no assurance that such st atements will prove to
be accurate, as actual results and future events could differ materially from those anticipated in
such statement s. Accordingly, readers should not place undue re liance on forward -looking
statements and forward -looking information. Readers are caution ed that reliance on such
information may not be appropriate for other purposes. The Company does not undertake to
update any forward-looking statement, forward-looking information or financial out-look that are
incorporated by reference herein, except in accordance with applicable securities laws. We seek
safe harbor.