Prospector Options Toogood Gold Project to Storm Exploration

Vancouver, September 25, 2023 - Prospector Metals Corp. (TSXV: PPP) (OTCQB: PMCOF) (FSE: 1ET0) ("Prospector" or the "Company"), a Discovery Group Company focused on district scale, early-stage exploration of gold and base metal prospects, is pleased to announce that it has executed a property option agreement with Storm Exploration Inc. ("STRM") in which STRM may earn up to 100% in the Company's Toogood Gold Project in return for staged cash and share payments and by completing up to $3.5M of exploration expenditures over a three-year period.

The claims cover an area of 11,825 ha (118km²) and a strike length of over 28km located on New World Island, approximately 65 km north of Gander, Newfoundland. STRM can earn an initial 55% interest in the Toogood Gold Project in Newfoundland in return for staged cash and share payments to Prospector and $1.5M of work commitments in the first 18 months, with a further $1.75M of work commitments within 36 months of signing, and an additional $250,000 should certain additional license be acquired, for a total of up to $3.5M over 36 months. STRM can earn a 100% interest by issuing 19.9% of its shares to Prospector (or $12M in shares, whichever is less).

Toogood Gold Project Overview

Toogood Project lies at the northeast extent of the Exploits Subzone (Dunnage Zone) of Central Newfoundland and is underlain mostly by the Ordovician Dunnage Melange and the Badger Belt. The Exploits Subzone trends 200km northeast / southwest across the island of Newfoundland, and hosts many of the significant gold deposits in the province, including Marathon Gold's Valentine Project which has an established resource of 2.7 Moz at 1.62 g/t Au (Reserve) and 3.96 Moz Au at 1.90 g/t (M+I). Gold mineralization on the Toogood Project is hosted by a suite of Devonian felsic dykes which cross-cut the property, emplaced in the latter stages of a polyphase tectonic history. Gold mineralization is associated with arsenopyrite, pyrite, trace chalcopyrite, and fine-grained native gold within pervasive sericite altered rocks, and concentrated along intersections between late-stage conjugate brittle faults.

Terms of the Option Agreement

STRM may earn up to a 100% interest in the Toogood Gold property, with two option milestones.

Pursuant to the terms and conditions of the Option Agreement, in order to exercise the First Option (for 55% interest) STRM must:

• (a) pay $10,000 in cash to Prospector within 90 days of the execution of the Option Agreement;

• (b) issue an aggregate of 4,000,000 STRM Shares to Prospector, registered in the name of Prospector, or as otherwise directed by Prospector, as follows:

  • (i) 300,000 STRM Shares, upon receipt of TSXV Acceptance (the "Effective Date");

  • (ii) 400,000 STRM Shares, on the first anniversary of the Effective Date;

  • (iii) 500,000 STRM Shares, on the second anniversary of the Effective Date; and

  • (iv) 2,800,000 STRM Shares, on the third anniversary of the Effective Date;

• (c) incur an aggregate of $3,500,000 in Expenditures on the Property, as follows:

  • (i) $1,500,000, within 18 months following the Effective Date;

  • (ii) $1,750,000, within 36 months following the Effective Date; and

  • (iii) Up to an additional $250,000, within 36 months following the Effective Date should certain additional prospecive licenses be acquired;

• (d) pay the remaining cash payments for outstanding property payments at Toogood (totaling $320,000 through June 2024).

In order for STRM to exercise the Second Option (for 100% interest), STRM shall issue to Prospector, the lesser of (i) the number of STRM Shares equal to 19.9% of the non-diluted share capital of STRM (after accounting for such issuance) on such date less any previously issued STRM Shares to Prospector pursuant to this Agreement, and (ii) such number of STRM Shares as shall have a value of $12,000,000, at a deemed price per STRM Share that is the greater of: (A) the 10-day volume weighted average price as of the trading date prior to the issuance date, (B) the issue price permitted under the rules and policies of the TSXV, or such other exchange on which the STRM Shares are listed for trading.

Qualified Person

The technical content disclosed in this press release was reviewed and approved by Jo Price, P.Geo., M.Sc., VP Exploration of Prospector, and a Qualified Person as defined under National Instrument NI 43-101 ("NI 43-101").

About Prospector Metals Corp.

Prospector Metals Corp. is a Discovery Group Company focused on district scale, early-stage exploration of gold and base metal prospects. Creating shareholder value through new discoveries, the Company identifies underexplored or overlooked mineral districts displaying important structural and mineralogical occurrences similar to more established mining operations. The majority of acquisition activity occurs in Ontario, Canada - a Tier-1 mining jurisdiction with an abundance of overlooked geological regions possessing high mineral potential. Prospector establishes and maintains relationships with local and Indigenous rightsholders, and seeking to develop partnerships and agreements that are mutually beneficial to all stakeholders.

On behalf of the Board of Directors,
Prospector Metals Corp.

Dr. Rob Carpenter, Ph.D., P.Geo.
President & CEO

For further information about Prospector Metals Corp. or this news release, please visit our website at prospectormetalscorp.com or contact Alex Heath at 604-354-2491 or by email at alexh@prospectormetalscorp.com.

Prospector Metals Corp. is a proud member of Discovery Group. For more information please visit: discoverygroup.ca.

Forward-Looking Statement Cautions:

This press release contains certain "forward-looking statements" within the meaning of Canadian securities legislation, including, but not limited to, statements regarding the Company's plans with respect to the Company's projects and the timing related thereto, the merits of the Company's projects, the Company's objectives, plans and strategies, and other project opportunities. Although the Company believes that such statements are reasonable, it can give no assurance that such expectations will prove to be correct. Forward-looking statements are statements that are not historical facts; they are generally, but not always, identified by the words "expects," "plans," "anticipates," "believes," "intends," "estimates," "projects," "aims," "potential," "goal," "objective,", "strategy", "prospective," and similar expressions, or that events or conditions "will," "would," "may," "can," "could" or "should" occur, or are those statements, which, by their nature, refer to future events. The Company cautions that Forward-looking statements are based on the beliefs, estimates and opinions of the Company's management on the date the statements are made and they involve a number of risks and uncertainties. Consequently, there can be no assurances that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Except to the extent required by applicable securities laws and the policies of the TSX Venture Exchange, the Company undertakes no obligation to update these forward-looking statements if management's beliefs, estimates or opinions, or other factors, should change. Factors that could cause future results to differ materially from those anticipated in these forward-looking statements include the risk of accidents and other risks associated with mineral exploration operations, the risk that the Company will encounter unanticipated geological factors, or the possibility that the Company may not be able to secure permitting and other agency or governmental clearances, necessary to carry out the Company's exploration plans, risks and uncertainties related to the COVID-19 pandemic and the risk of political uncertainties and regulatory or legal changes in the jurisdictions where the Company carries on its business that might interfere with the Company's business and prospects. The reader is urged to refer to the Company's reports, publicly available through the Canadian Securities Administrators' System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedarplus.ca for a more complete discussion of such risk factors and their potential effects.

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.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/181633