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PROSPECTOR RESOURCES CORP. (“Prospector” or the “Company”) (TSXV:PRR.H) announces that it has obtained the conditional acceptance of the TSX Venture Exchange (“TSXV”) in respe ct of its application for reactivation and graduation to the TSXV as a Tier 2 mining issuer (the “Graduation”). The Graduation is subject to, among other customary conditions, the completion of a private placement (the “Financing”) for proceeds of up to $2.15 million as described below. Concurrent with the completion of the Financing and the Graduation, a new Chief Executive Officer and board of directors will be appointed (the “New Management Team”).

New Management Team

Alexander Black will be appointed as Chief Executive Officer and President. The new board of directors will be comprised of Alexander Black (Chairman), Klaus Zeitler and Daniel Kenney.

The new Management Team has a solid track record of creating value in mining companies through an integrated strategy of exploring, acquiring, developing and exploitation. The Company 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 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.

Alexander Black Chairman, Chief Executive Officer, President and Director

Mr. Black lives in Lima, Peru and has 35 years’ experience in the mining industry. Mr. Black holds a BSc in Mining Engineering from the University of South Australia and is a member of the Australasian Institute of Mining and Metallurgy. Prior to moving to Peru in 2000, Mr. Black was the founder and Managing Director of international mining consulting services group Global Mining Services from 1994 to 2000. In 1996, Mr. Black also founded and was Chairman of OFEX listed AGR Limited with exploration projects in Ghana and Mongolia. In 2002, Mr. Black took control of Chariot Resources Limited as a listed TSXV shell and played a key role in the acquisition of the Mina Justa Copper Project and formation of the Korean joint venture with Chariot Resources. Upon his resignation as Chairman & Executive VP of Chariot Resources in 2006, Mr. Black founded the Peruvian registered Rio Alto S.A.C. In 2009 after successfully negotiating the acquisition of the La Arena Gold Project from Iamgold Corp, Rio Alto was acquired by Mexican Silver Mines and

renamed Rio Alto Mining Limited. In 2014, Rio Alto also completed the successful acquisition of Sulliden Gold and the Shahuindo Gold Project for C$300M. Mr. Black, as President & CEO of Rio Alto Mining Limited and his experienced management team built Rio Alto from a C$12M company in 2009 to a C$1.2 billion company in 2015 at the time of the acquisition by Tahoe Resources Inc.

Klaus Zeitler Director

Dr. Klaus Zeitler received his professional education at Karlsruhe University from 1959 to 1966 and obtained a PhD in economic planning. Dr. Zeitler is a member of the Canadian Institute of Mining and Metallurgy and the Prospectors and Developers Association. Dr. Zeitler financed, built and managed base metal and gold mines worldwide (Europe, Africa, North America, South America, Pacific) with a total investment value of $4.0 billion. Dr. Zeitler was a managing director of Metallgesellschaft AG, a German metals conglomerate, and in 1986 founded and was a director and the first CEO of Metall Mining (later Inmet Mining Corporation) with assets of over $4.0 billion, and base metal and gold mines in different parts of the world. After having been a director of Teck and Cominco for many years, Dr. Zeitler joined Teck in 1997 as Senior Vice President and had responsibilities for the exploration and development of mines in Peru, Mexico and the USA. Since his retirement in 2002 from Teck and in addition to being Executive Chairman and a director of Amerigo, Dr. Zeitler has been the Chairman of the Board of Directors of Rio Alto Mining Limited and is presently a director of Tahoe Resources, Inc., a director of Western Copper and Gold Corporation and Chairman of Los Andes Copper Ltd.

Daniel Kenney Director

Daniel Kenney has been a partner with the law firm of DLA Piper (Canada) LLP since September 2004, practicing in the areas of securities, mining, oil and gas and general corporate/commercial matters. Mr. Kenney served as a director and Corporate Secretary of Rio Alto Mining Limited.

Anthony Jackson will continue to be the Chief Financial Officer and Corporate Secretary.

The resignation of the current board of directors, being Henry Neugebauer, Seamus Young, Mohammed Hassan Alief and Shawn Smith, the resignation of Henry Neugebauer as Chief Executive Officer and President and the appointment of the New Management Team will occur contemporaneously with the completion of the Financing.

Corporate Objective and Strategy

Prospector’s objective will be to deliver value through disciplined acquisitions and organic growth of precious metals projects, operational excellence, and responsible mining whilst focusing on cash flow and building balance sheet strength.

The Company will assemble a reputable board of directors and highly experienced management team to execute its business strategy with high regard for solid corporate governance and respectful consideration for all stakeholders involved in and around each of our projects wherever they may be located.

More about Prospector

Prospector is a Vancouver-based exploration stage mining company whose business is to seek out undervalued exploration opportunities, with a focus on gold and tungsten projects in North America.

Prospector currently has 1.8 million common shares outstanding on a basic and fully diluted basis and liabilities of approximately $1 million, excluding the costs of the transactions described in this news release. Prospector has entered into debt settlement and release agreements providing for the settlement of amounts owing under outstanding promissory notes in the aggregate amount of approximately $856,000 upon the cash payment of $200,000.

Upon completion of the Financing, Prospector will have approximately 44.8 million common shares outstanding on a basic and fully diluted basis.

Prospector’s sole mining asset is the Kalzas Property situate in the Mayo Mining District in the Central area of the Yukon Territory. It consists of six contiguous claims covering an area of approximately 120 hectares. Over the last thirty years the property has been explored for it’s tungsten potential. Kalzas is a large, porphyry-style stockwork and sheeted vein tungsten mineralized zone with accessory values in tin and silver. The mineralization is hosted in Yuzezyu Formation sandstones, grit and phyllite which forms the basal stratigraphy of Selwyn basin on the southeastern side of the basin.

The Financing

The Financing will consist of the non-brokered private placement of up to 43 million common shares at the price of $0.05 per share for proceeds of up to $2.15 million.

Pursuant to the Financing, the New Management Team will subscribe for 30,390,000 common shares of Prospector at a price of $0.05 per share representing an aggregate subscription amount of $1,519,500.

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. See “Prospector” above for additional information.

Shareholder and Stock Exchange Approvals

Completion of the Graduation and the Financing is subject to a number of conditions and approvals including, but not limited to, the approval of the TSXV and shareholder approval. Under the policies of the TSXV, the completion of the Financing is subject to the approval of the shareholders of Prospector as the completion of the Financing may result in the creation of a new "control person" (as defined under the policies of the TSXV). The required disinterested shareholder approval may be obtained by Prospector either by receipt of written consents by holders of more than 50% of the issued and outstanding voting shares of Prospector (the "Consent").

Board of Directors' Recommendation

The board of directors of Prospector has determined that the Graduation and the Financing are in the best interests of its shareholders, and has unanimously approved the Graduation and the Financing and unanimously recommends shareholders of Prospector provide the Consent. Any shareholder of Prospector wishing to obtain and execute the Consent should contact Prospector as set out below.

Directors, officers and other shareholders of Prospector who, in aggregate, own, directly or indirectly or exercise control or direction over approximately 51% of the common shares, have agreed to execute the Consent and have otherwise agreed to support the Graduation and the Financing.

For further information, please contact Anthony Jackson, Chief Financial Officer by telephone at 604 630-3838. 


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