Prospect Ridge Announces Closing of Flow-Through Unit Private Placement

Rhea-AI Summary

Prospect Ridge (OTCQB:PRRSF) closed the third and final tranche of a non‑brokered C$0.12 flow‑through unit private placement on December 5, 2025, issuing 416,667 FT Units for gross proceeds of C$50,000.

Over three tranches the company issued 13,606,668 FT Units for aggregate gross proceeds of C$1,632,800.16. Each FT Unit comprises one flow‑through common share and one‑half of one warrant; each whole warrant allows purchase of one common share at C$0.18 for two years, subject to accelerated expiry if shares trade at C$0.35 or more for ten consecutive trading days. Securities from the third tranche are subject to a statutory hold until April 4, 2026.

The company said insiders purchased 963,333 FT Units (about 1% of issued shares; 1.47% if related warrants exercised). Use of proceeds: approximately 50% to a 2,000‑metre drill program at the Camelot project, remainder to Excalibur and Castle projects. No finder fees were paid.

Positive

• C$1.6328M aggregate gross proceeds raised
• Issued 13,606,668 FT Units (one share per unit)
• Allocated 50% of proceeds to a 2,000m Camelot drill program
• Insiders subscribed 963,333 FT Units indicating insider participation

Negative

• 13,606,668 new flow‑through shares issued, creating potential dilution if held
• Warrants allow purchase at C$0.18 for two years, adding dilution risk on exercise
• Third‑tranche securities subject to statutory hold until April 4, 2026, limiting liquidity

NOT FOR DISTRIBUTION OR DISSEMINATION TO THE UNITED STATES

VANCOUVER, BC / ACCESS Newswire / December 5, 2025 / Prospect Ridge Resources Corp. (the "Company" or "Prospect Ridge") (CSE:PRR)(OTCQB:PRRSF)(FRA:OED) is pleased to announce that it has closed the third and final tranche of its non-brokered private placement of $0.12 flow-through units announced on October 17, 2025 (see news 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 expiring on April 4, 2026, and no finder fees were paid.

Over the three tranches, the Company raised aggregate gross proceeds of $1,632,800.16 through the issue of 13,606,668 flow-through units ("FT Unit"), each comprised of one flow-through common share (a "Common Share") in the capital of the Company and one-half of one Common Share purchase warrant (each whole warrant, a "Warrant"). Each Warrant entitles the holder thereof to purchase one Common Share at a price of C$0.18 for a period of two years after Closing, subject to accelerated expiry if the Company's common shares trade or close on the Canadian Securities Exchange (the "Exchange") at $0.35 or more for ten consecutive trading days. In the aggregate, insiders purchased 963,333 FT Units, which as of the third tranche closing 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 upon the exemption from the formal valuation and minority shareholder 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 have supported us during this financing. Your trust and confidence in Prospect Ridge and its exploration projects is truly appreciated. We look forward to efficiently allocating these funds for the discovery of B.C.'s next significant copper-gold porphyry deposit to create value for all of our shareholders."

Use of Proceeds of the Offering

The Company intends to use the gross proceeds from the FT Placement to incur, on its mineral projects in British Columbia, eligible "Canadian exploration expenses" that will also qualify as "flow-through critical mineral mining expenditures" under the Income Tax Act (Canada). The Company intends to allocate approximately 50% of the gross proceeds to finance the recently announced 2,000 meter drill program on the Issuer's Camelot project, located near Horsefly, B.C. The remaining funds will be allocated to funding drill programs at one or more of the Company's Excalibur and Castle projects.

The securities to be offered under the Offering have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, United States persons absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This news release shall not constitute an offer to sell or the solicitation of an offer to buy 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 over 100 years of combined mineral exploration experience, Prospect Ridge is dedicated to advancing its portfolio of properties in the Golden Horseshoe and Cariboo regions of north-central British Columbia that have the potential to become the next large copper/gold porphyry discovery across this vastly under-explored region.

Contact Information

Prospect Ridge Resources Corp.
Mike Iverson - Chairman, Director
Email: mike@miverson.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 release.

This release includes 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 reflect the current expectations or beliefs of the Company's management. Anything that is not historical fact is FLI. Generally, FLI can be, without limitation, identified by the use of forward-looking wording such as "plans", "intends", "believes", "expects", "anticipates" or "estimates", and statements or phrases that certain actions, events or results "may", "might", "could", "should" or "would" occur, and similar expressions. FLI is not historical fact, is made as of the date of this news release and includes, without limitation, statements and discussions of future plans, intentions, expectations, estimates and forecasts, and statements as to management's intentions and expectations with respect to, among other things, positive exploration results at the Camelot, Holy Grail/Knauss Creek, Castle or Excalibur Projects. FLI involves numerous risks and uncertainties, and are based on assumptions, and actual results might differ materially from results suggested in any FLI. These risks and uncertainties include, among other things, the availability of financing to continue exploration activities, the availability and cost 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 anticipated. In making any FLI in this news release, the Company has applied several material assumptions, including without limitation, that future exploration results at the Camelot, Holy Grail/Knauss Creek, Castle or Excalibur Projects will be as anticipated. Although management has endeavored to evaluate and use reasonable assumptions and to identify important factors that could cause actual results to differ materially from those contained 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 does not undertake to update any FLI expressed or incorporated by reference herein, except in accordance with applicable securities laws. We seek safe harbor.

SOURCE: Prospect Ridge Resources Corp

View the original press release on ACCESS Newswire

FAQ

How much did Prospect Ridge (PRRSF) raise in the flow‑through placement closed December 5, 2025?

The company raised aggregate gross proceeds of C$1,632,800.16 through the three‑tranche FT placement.

What did each Prospect Ridge FT Unit (PRRSF) include and what are the warrant terms?

Each FT Unit included one flow‑through common share and one‑half of a warrant; each whole warrant can buy one share at C$0.18 for two years, subject to accelerated expiry at C$0.35 for ten consecutive trading days.

How will Prospect Ridge (PRRSF) use the proceeds from the flow‑through placement?

About 50% of the proceeds will fund a 2,000‑metre drill program at Camelot; remaining funds go to drill programs at Excalibur and Castle projects.

When do third‑tranche securities from Prospect Ridge's FT placement become tradeable?

Securities issued in the third tranche are subject to a statutory hold period expiring on April 4, 2026.

How much did insiders participate in Prospect Ridge's (PRRSF) FT placement?

Insiders purchased 963,333 FT Units, representing approximately 1% of issued shares or 1.47% if the associated warrants were immediately exercised.

Were any finder fees paid in Prospect Ridge's flow‑through placement?

No finder fees were paid for the third tranche and the company reported no finder fees overall.