Prospect Ridge Announces Closing of Flow-Through Unit Private Placement

Executive Summary

• Prospect Ridge Resources Corp. closed the third and final tranche of its non‑brokered private placement, issuing 416,667 flow‑through units for gross proceeds of C$50,000.
• Aggregate gross proceeds from all three tranches now total C$1,632,800.16, representing 13,606,668 flow‑through units sold to investors (including insiders).
• Proceeds will be allocated primarily to a 2,000 m drill program at the Camelot project and additional drilling at Excalibur and Castle projects in British Columbia.

Key Details

• Third Tranche Size: 416,667 flow‑through units; gross proceeds C$50,000.
• Total Raised (all tranches): C$1,632,800.16 from 13,606,668 flow‑through units.
• Unit Composition: Each unit = one flow‑through common share + ½ of a common‑share purchase warrant.
• Warrant Terms: Right to purchase one Common Share at C$0.18 for two years after closing; accelerated expiry if the Company’s shares trade ≥ C$0.35 for ten consecutive trading days on the Canadian Securities Exchange.
• Insider Participation: Insiders purchased 963,333 FT Units (≈ 1 % of issued & outstanding shares, or 1.47 % if warrants exercised). Treated as a related‑party transaction under MI 61‑101; exemption from formal valuation and minority‑shareholder approval obtained.
• Use of Proceeds:
• ~50 % allocated to fund a newly announced 2,000 m drill program at the Camelot project (near Horsefly, B.C.).
• Remaining funds earmarked for drilling programs at one or more of the Excalibur and Castle projects.
• Statutory Hold Period: All securities from the third tranche subject to hold period expiring April 4, 2026. No finder fees were paid.
• Regulatory Disclaimer: Securities not registered under U.S. securities laws; offering not available to U.S. persons absent exemption.

Notable Quotes

“Prospect Ridge is very grateful to the investors who have supported us during this financing. Your trust and confidence in Prospect Ridge and its exploration projects is truly appreciated. We look forward to efficiently allocating these funds for the discovery of B.C.'s next significant copper‑gold porphyry deposit to create value for all of our shareholders.” – Len Brownlie, President & CEO

Materiality Assessment: Material – Positive (significant financing that enables planned exploration activities).