PROSPECTOR RESOURCES CORP. (“Prospector” or the “Company”) (TSXV: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.
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 on the early next week under the symbol “PRR”.
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.
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.