Prospector Resources Corp.
NEX BOARD : PRR.H
TSX VENTURE : PRR.H

November 24, 2016 09:00 ET

Prospector Announces Closing of Private Placement Financing

VANCOUVER, BRITISH COLUMBIA--(Marketwired - Nov. 24, 2016) - PROSPECTOR RESOURCES CORP. ("Prospector" or the "Company") (NEX:PRR.H) is pleased to announce today that further to its press release dated October 27, 2016, the Company has filed its technical report on the Kalzas Property, completed a non-brokered private placement (the "Financing") and reconstituted its Board of Directors and management, all as a part of a series of transactions resulting in the Company's reactivation and graduation to the TSX Venture Exchange (the "TSXV") as a Tier 2 mining issuer.

Financing

The Financing was completed for gross proceeds of $2,144,500. A total of 42,890,000 common shares of the Company ("Common Shares") were issued at a price of $0.05 per share.

In connection with obtaining final approval of the TSXV for the Financing, the Company received disinterested shareholder approval of the Financing and the creation of a new "Control Person" (as such term is defined under the policies of the TSXV) in the form of written consents obtained from holders of more than 51% of the currently issued and outstanding voting shares of the Company.

The Common Shares issued pursuant to the Financing are subject to a hold period that, in addition to the resale restrictions imposed under applicable securities laws, expires in two portions: (1) for 50% of a subscriber's purchased securities, on the date that is six months following the closing date of the Financing, and (2) for the remaining 50% of a subscriber's purchased securities, on the date that is 12 months following the closing date of the Financing.

The proceeds of the Financing will be used to settle certain of Prospector's current liabilities, to fund a $200,000 exploration drilling program on Prospector's Kalzas Property, to pursue asset acquisitions and for general corporate purposes. No finder's fees were paid on the proceeds of the Financing.

New Board and Management

Upon closing of the transactions, all current directors of Prospector have resigned and Alex Black, Klaus Zeitler and Daniel Kenney have been appointed to the board. Mr. Black will act as Chairman, CEO and President and Mr. Kenney will act as Corporate Secretary. Anthony Jackson will continue to act as CFO. For a detailed description of the biographies of the newly appointed directors and officers, please refer to the Company's press release dated October 27, 2016.

Reactivation and Trading

It is expected that the Company's Common Shares will resume trading shortly under the symbol "PRR".

Early Warning

Mr. Black, c/o 1000, 250 2nd Street SW Calgary, Alberta T2P 0C1 acquired control over 20,000,000 Common Shares under the Financing, being an aggregate subscription amount of CAD$1,000,000. As a result, Mr. Black owns and controls 20,000,000 Common Shares or approximately 44.75% of the total issued and outstanding Common Shares of the Company. The purchase of the subscription receipts by Mr. Black was made for investment purposes. Other than potentially participating in future equity financings that may be completed by Prospector following this graduation and otherwise acquiring ownership of or control over further securities of the Company in the future depending on market circumstances, Mr. Black does not have any intention of acquiring additional securities of the Company.

Mr. Pat DiCapo, of 130 King Street West, Suite 2210, Toronto, Ontario, M5X 1E4 acquired control over 10,000,000 Common Shares under the Financing, being an aggregate subscription amount of CAD$500,000. Upon completion of the Financing, Mr. DiCapo will own or control 10,000,000 Common Shares or approximately 22.37% of the total issued and outstanding Common Shares of the Company. The purchase of the subscription receipts by Mr. DiCapo was made for investment purposes. Other than potentially participating in future equity financings that may be completed by Prospector following this graduation and otherwise acquiring ownership of or control over further securities of the Company in the future depending on market circumstances, Mr. DiCapo does not have any intention of acquiring additional securities of the Company.

Prior to the Financing, neither Mr. Black nor Mr. DiCapo held any securities of the Company (each person held 0% of the total issued and outstanding Common Shares of the Company prior to the Financing). Early warning reports disclosing additional details regarding Mr. Black and Mr. DiCapo will be filed under the Company's profile on SEDAR at www.sedar.com. Copies of the report may also be obtained from Anthony Jackson, CFO, by telephone at (604) 630-3838.

About Prospector

Prospector intends to focus on compiling an attractive portfolio of precious metals assets that can be developed into mines and to assemble, over time, a highly experienced technical and corporate management team with a solid experience base of developing and building mines in North America and South America. Through its proposed strategy of evaluating and acquiring precious metals projects and through a combination of organic exploration and development and strategic acquisitions, the new management team intends to grow the recapitalized Prospector and create long-term shareholder value through the development of high-margin, strong free-cash-flowing mining operations.

Reader Advisory

Forward-Looking Statements. This news release contains forward-looking statements. More particularly, this document contains statements concerning the timing for resumption of trading for the Company's Common Shares and the expected use of proceeds from the Financing. Forward-looking information is frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate", "scheduled", "potential", or other similar words, or statements that certain events or conditions "may", "should" or "could" occur.

The forward-looking statements are based on certain key expectations and assumptions made by Prospector, including expectations and assumptions concerning timing of receipt of required regulatory approval and general economic, operational and financing factors. Although Prospector believes that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because Prospector can give no assurance that they will prove to be correct. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to, risks that required regulatory approvals and other consents are not obtained on terms satisfactory to the parties within the timelines provided for and risks that other conditions to the completion of the transactions and Financing are not satisfied on the timelines set forth in this news release or at all.

The reader is cautioned that assumptions used in the preparation of such information, although considered reasonable by the Company at the time of preparation, may prove to be incorrect and readers are cautioned not to place undue reliance on forward-looking information, which speaks only as of the date hereof. The Company does not undertake any obligation to release publicly any revisions to forward-looking information contained herein to reflect events or circumstances that occur after the date hereof or to reflect the occurrence of unanticipated events, except as may be required under applicable securities laws.

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.

Contact Information

  • Prospector Resources Corp.
    Anthony Jackson
    CFO
    (604) 630-3838