For Immediate Release
February 24, 2017
Calgary, Alberta – (Marketwired – February 24, 2017) – PROSPECTOR RESOURCES CORP. (“Prospector” or the “Company”) (TSXV:PRR) has completed a private placement of common shares previously announced on February 1, 2017.
Prospector issued 15,000,000 common shares of the Company at a price of C$0.50 per common share for aggregate gross proceeds of C$7,500,000 (the “Private Placement”). Clarus Securities Inc. (“Clarus”) acted as agent for a portion of the Private Placement and placed 1,400,000 common shares for aggregate gross proceeds of C$700,000. Clarus received a work fee of $25,000 for its role as agent.
The Directors of the Company and a 10% shareholder participated in the Private Placement for aggregate gross proceeds of C$1,763,500. The Company has determined that exemptions from the various requirements from the related party requirements of Multilateral Instrument 61-101 (“MI 61-101”) are available for the Private Placement.
All securities issued under the Private Placement are subject to a four-month hold period, in addition to the resale restrictions imposed by applicable securities laws. This hold period expires on June 25, 2017. The proceeds of the Private Placement will be used to pursue asset acquisitions and for general corporate purposes.
Following the closing of the Private Placement, the Company now has 59,694,362 common shares issued and outstanding. As a result of the Private Placement, Alex Black, President, Chief Executive Officer and a Director of the Company owns and exercise control over an aggregate 21,500,000 common shares representing 36.02% of the issued and outstanding common shares of the Company, calculated on a non-diluted basis. Pat DiCapo owns and exercises control over an aggregate 11,500,000 common shares representing 19.27% of the issued and outstanding common shares of the Company, calculated on a non-diluted basis. A copy of the Early Warning Reports filed pursuant to National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues will be available under the Company’s profile at www.SEDAR.com.
Completion of the Private Placement is subject to certain conditions including, not but limited to, the receipt of all necessary regulatory approvals including TSXV acceptance.
The focus of Prospector is to compile an attractive portfolio of precious metals assets that can be developed into mines and to assemble a highly experienced technical and corporate management team with a solid experience base of developing and building mines in South America, Central America and North America. Through its strategy of evaluating and acquiring precious metals projects and through a combination of organic exploration, 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.
Forward-Looking Statements. This news release contains forward-looking statements. More particularly, this document contains statements concerning the timing of closing of the Private Placement and the use of proceeds. 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 the satisfaction of other conditions to the completion of the Private Placement. 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 are not obtained. 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.
This news release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of securities in the United States or in any province, state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under securities laws of any such province, state or jurisdiction. The securities referenced herein may not be offered or sold in the United States except in transaction exempt from or not subject to the registration requirements of the United States Securities Act of 1933, as amended, and applicable state securities laws. This news release is not to be disseminated in the United States.
Chief Executive Officer
+51 992 794 655