Prospect Ridge announces the closing of its private placement of Flow-Through Units

Prospect Ridge announces the closing of its private placement of Flow-Through Units

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NOT FOR DISTRIBUTION OR DISTRIBUTION INTO THE UNITED STATES

VANCOUVER, BC / ACCESS Newsline / December 5, 2025 / Prospect Ridge Resources Corp. (the “Company” or “Prospect Ridge”) (CSE:PRR,OTC:PRRSF)(OTCQB:PRRSF)(FRA:OED) is pleased to announce that it has completed the third and final tranche of its unbrokered private placement of $0.12 flow-through units announced on October 17, 2025 (see press release for details), issuing 416,667 flow-through units for gross proceeds of $ 50,000.00. All securities issued in the third tranche are subject to a statutory hold period ending on April 4, 2026, and no discovery fees have been paid.

Across the three tranches, the company raised total gross proceeds of $1,632,800.16 through the issuance of 13,606,668 flow-through units (“FT unit”)each consisting of one flow-through common share (a “Common share”) in the capital of the Company and half of one purchase warrant for ordinary shares (each whole warrant, a “Borg“). Each Warrant entitles the holder thereof to purchase one common share at a price of C$0.18 for a period of two years following the Closing, subject to an accelerated expiration date if the Company’s common shares trade or close on the Canadian Securities Exchange (the “).Stock exchange“) at $0.35 or more for ten consecutive trading days. In total, insiders purchased 963,333 FT Units, which as of the closing of the third tranche represented approximately 1% of the then issued and outstanding shares, or 1.47% if the associated warrants were immediately exercised. The participation by insiders constitutes a “related party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company has relied on the exemption from the formal minority shareholder valuation and approval requirements pursuant to sections 5.5(a), (b) and (c), and sections 5.7(1)(a) and (b), respectively, of MI 61-101.

Len Brownlie, president and CEO of Prospect Ridge commented: “Prospect Ridge is very grateful to the investors who supported us during this financing. Your confidence in Prospect Ridge and its exploration projects is truly appreciated. We look forward to efficiently allocating these funds toward the discovery of BC’s next major copper-gold porphyry deposit to create value for all of our shareholders.”

Use of the proceeds from the Offering

The Company intends to use the gross proceeds from the FT placement to incur eligible “Canadian exploration expenses” for its mineral projects in British Columbia, which will also qualify as “flow-through critical mineral mining expenses” under the Income Tax Act (Canada). The Company intends to allocate approximately 50% of gross proceeds to finance the recently announced 2,000 meter drilling program at the Issuer’s Camelot project, located near Horsefly, BC. The remaining funds will be allocated to finance drilling programs at one or more of the Company’s Excalibur and Castle projects.

The securities to be offered in the Offering have not been and will not be registered under the US Securities Act of 1933, as amended (the “US Securities Act”) or any US state securities laws, and may not be offered or sold within the United States or to, or for the account or benefit of, US persons absent registration or any applicable exemption from the registration requirements of the US Securities Act and applicable US securities laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities in the United States nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About Prospect Ridge Resources Corp.

Prospect Ridge Resources Corp. is a British Columbia-based exploration and development company focused on critical metals and gold. Led by a management and technical team with more than 100 years of combined mineral exploration experience, Prospect Ridge is committed to advancing its portfolio of properties in the Golden Horseshoe and Cariboo regions of north-central British Columbia, which have the potential to become the next major copper/gold porphyry discovery in this largely underexplored region.

Contact details

Prospect Ridge Resources Corp.
Mike Iverson – Chairman, CEO
Email: mike@miveson.ca

Neither the Canadian Securities Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this press release.

This press release contains certain statements and information (“FLI”) that may constitute forward-looking information within the meaning of applicable Canadian securities laws. FLI relates to future events or future performance and reflects the current expectations or beliefs of the company’s management. Everything that is not historical fact is FLI. In general, without limitation, FLI can be identified by the use of forward-looking language such as “plans,” “intends,” “believes,” “expects,” “anticipates” or “estimates,” and statements or phrases that certain actions, events or results “may,” “could,” “could,” “would” or “could” occur, and similar expressions. FLI is not a historical fact, is made as of the date of this press release and includes, without limitation, statements and discussions regarding future plans, intentions, expectations, estimates and forecasts, and statements regarding management’s intentions and expectations regarding, among other things, positive exploration results at the Camelot, Holy Grail/Knauss Creek, Castle or Excalibur projects. FLI involves numerous risks and uncertainties and is based on assumptions, and actual results may differ materially from those projected in any FLI. These risks and uncertainties include, among other things, the availability of financing to continue exploration activities, the availability and costs of qualified exploration personnel and service providers, and that future exploration results at the Camelot, Holy Grail/Knauss Creek, Castle or Excalibur projects will not be as expected. In making an FLI in this press release, the Company has applied several material assumptions, including but not limited to the assumption that future exploration results at the Camelot, Holy Grail/Knauss Creek, Castle or Excalibur projects will be as expected. Although management has attempted to evaluate and use reasonable assumptions and identify important factors that could cause actual results to differ materially from those in FLI, these assumptions may prove incorrect and there may be other factors that cause results not to be as intended, expected, anticipated or estimated. There can be no assurance that FLI will prove to be accurate, and actual results and future events could differ materially from those expressed in FLI. Accordingly, readers should not place undue reliance on FLI, and are further cautioned that reliance on such information may not be appropriate for other purposes. The Company undertakes no obligation to update any FLI expressed or incorporated by reference herein, except in accordance with applicable securities laws. We are looking for a safe haven.

SOURCE: Prospect Ridge Resources Corp

View the original press release on ACCESS Newswire

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