Prospector Metals arranges $27.65M private placement

Executive Summary

• Prospector Metals Corp. announced a non-brokered private placement to raise gross proceeds of up to $27,658,351 through the issuance of flow-through and non-flow-through common shares.
• The transaction includes significant strategic investments from existing shareholders and new investors, including Alpayana SAC, B2Gold Corp., and a group led by Discovery Capital.
• Proceeds will be used primarily to fund exploration programs at the ML project in Yukon, including up to 5,000 metres of diamond drilling, and for general working capital.

Key Details

• Total Gross Proceeds: Up to $27,658,351.
• Flow-Through Shares (FT):
  • Quantity: 5,500,000 shares.
  • Price: $1.00 per share.
  • Use of Proceeds: To incur eligible resource exploration expenses qualifying as Canadian exploration expenses and flow-through critical mineral mining expenditures.
  • Renunciation Date: Qualifying expenditures to be incurred or deemed incurred on or before Dec. 31, 2026, and renounced to purchasers with an effective date no later than Dec. 31, 2025.
• Non-Flow-Through Shares (NFT):
  • Quantity: 22,843,661 shares.
  • Price: $0.97 per share.
  • Use of Proceeds: Additional funding for the ML project exploration program and general working capital.
• Investor Subscriptions:
  • Alpayana SAC: Agreed to subscribe for 14,631,283 NFT shares. Upon closing, Alpayana will hold approximately 9.9% of issued and outstanding common shares.
  • B2Gold Corp.: Agreed to exercise 2,133,636 outstanding warrants and subscribe for 7,181,451 NFT shares. Combined with a previously announced subscription of 10,309,278 common shares, B2Gold’s total strategic investment will be 29,410,357 common shares, representing 19.9% of the issued and outstanding shares.
  • Discovery Capital Group: Led by John Robins, agreed to subscribe for 6,500,000 total shares.
• Transaction Terms:
  • No finders' fees or commissions payable.
  • Securities subject to a hold period of four months and one day from the closing date under Canadian securities laws.
  • Subject to closing conditions, including conditional approval of the TSX Venture Exchange.
• Operational Update:
  • Proceeds will finance exploration at the ML project in Yukon, including up to 5,000 metres of diamond drilling focused on five target areas.

Notable Quotes

• Rob Carpenter, CEO: "Prospector welcomes the support of Alpayana, along with the Gubbins family, with this timely investment to accelerate advancing our ML project. The company is also appreciative of the increased investment from B2Gold, who believe in the strong exploration potential of the ML project."
• John Robins, Discovery Capital: "It's a pleasure to be working closely again with Dr. Rob Carpenter. Our last venture led to the discovery of over five million ounces of gold at the Coffee project south of Dawson City, Yukon. Under Rob's leadership Prospector is poised to be the Yukon's next big gold discovery."