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For Immediate Release

February 1, 2017

Calgary, Alberta – (Marketwired – February 1, 2017) – PROSPECTOR RESOURCES CORP. (“Prospector” or the “Company”) (TSXV:PRR) announces that it intends to complete a private placement of up to 15,000,000 common shares of the Company at a price of $0.50 per common share for aggregate gross proceeds of up to $7,500,000 (the “Private Placement”). The Private Placement is not subject to a minimum subscription amount and it is expected that the Private Placement will be completed by the end of February.

The directors and officers of the Company are expected to participate in the Private Placement for aggregate gross proceeds of approximately $1,013,500. The Company is relying on an exemption from the related party requirements of Multilateral Instrument 61-101 (“MI 61-101”).

The proceeds of the Private Placement will be used to pursue asset acquisitions and for general corporate purposes.

About Prospector

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 North America and South America. Through its 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 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


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