Prospector Metals closes $38.04-million placement

Executive Summary

• Prospector Metals Corp. has closed a $38.05 million non-brokered private placement, raising gross proceeds of $38,047,564 through the issuance of 39,054,190 common shares.
• The financing includes a significant strategic investment by B2Gold Corp., which subscribed for 17,758,678 shares and exercised warrants, increasing its ownership stake from approximately 9.2% to 19.9%.
• Proceeds are designated for exploration at the ML project in the Yukon and general working capital, with flow-through shares specifically earmarked for eligible resource exploration expenses renounced to investors by December 2025.

Key Details

• Total Gross Proceeds: $38,047,564.
• Shares Issued: Aggregate of 39,054,190 common shares.
  • Flow-Through Shares (FT): 5,500,000 shares at $1.00 per share.
  • Non-Flow-Through Shares (NFT): 33,554,190 shares at $0.97 per share.
• Working Capital: Post-closing available working capital is $40.92 million.
• Capitalization Post-Closing:
  • 149,137,219 common shares issued and outstanding.
  • 21,102,930 share purchase warrants.
  • 7,299,206 stock options.
• Use of Proceeds:
  • FT share proceeds will be used to incur eligible resource exploration expenses qualifying as Canadian exploration expenses and flow-through critical mineral mining expenditures.
  • Expenditures to be renounced to initial purchasers on or before Dec. 31, 2025, with an effective date no later than Dec. 31, 2026.
  • NFT share proceeds used for ML project exploration and general working capital.
• B2Gold Corp. Transaction:
  • Entered subscription agreement to acquire 17,758,678 common shares at $0.97 per share for gross proceeds of $17,225,917.66.
  • Exercised 2,113,636 outstanding warrants.
  • Pre-transaction holding: 9,805,992 shares (~9.2%).
  • Post-transaction holding: 29,678,306 shares (19.9%).
• Related Party Transaction:
  • A company director subscribed for 1,500,000 FT shares for $1.5 million on the same terms as non-arm's-length subscribers.
  • Exemptions relied upon: Sections 5.7(1)(a) and 5.5(b) of MI 61-101 (minority shareholder approval and formal valuation requirements waived).
• Regulatory/Compliance:
  • No finders' fees or commissions paid.
  • Securities subject to a hold period of four months and one day from closing.
  • B2Gold filed an early warning report; exemptions relied upon under Section 2.3 of National Instrument 45-106.