Prospect Ridge Announces First Tranche Closing of Flow-Through Unit Private Placement

Rhea-AI Summary

Prospect Ridge (CSE:PRR / OTCQB:PRRSF) closed the first tranche of a non-brokered flow-through private placement on October 27, 2025, issuing 10,783,334 flow-through units for gross proceeds of $1,294,000.08. The company paid $85,400 cash and issued 711,667 finder warrants exercisable at $0.18. Insiders purchased 41,667 units ($5,000), ~0.39% of units in the tranche; related party exemptions under MI 61-101 were relied upon. Proceeds are intended to fund eligible Canadian exploration expenditures, primarily a 2,000 metre drill program at the Camelot project near Horsefly, British Columbia. Securities issued are subject to a statutory hold until February 28, 2026.

Positive

• $1,294,000.08 gross proceeds raised
• 10,783,334 flow-through units issued
• Proceeds earmarked for 2,000 metre drill program at Camelot
• Expenditures qualify as flow-through critical mineral mining expenditures

Negative

• Issued 711,667 finder warrants exercisable at $0.18
• Paid $85,400 in cash fees to finders
• Securities subject to hold period until Feb 28, 2026

NOT FOR DISTRIBUTION OR DISSEMINATION TO THE UNITED STATES

VANCOUVER, BC / ACCESS Newswire / October 27, 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 first tranche of its non-brokered flow-through private placement (the "FT Placement") of $0.12 flow-through units announced on October 17, 2025 (see news release for details) issuing an aggregate of 10,783,334 flow-through units for gross proceeds of $1,294,000.08.

In connection with this tranche, the Company paid an aggregate of $85,400 in cash and issued an aggregate of 711,667 finder warrants having the same terms as the FT Placement warrants (exercisable at $0.18). All securities issued in the first tranche are subject to a statutory hold period expiring on February 28, 2026.

Insiders of the Company purchased an aggregate of 41,667 flow-through units ($5,000), representing approximately 0.39% of the total number of flow-through units issued in the first tranche closing. The common shares so acquired by insiders represented approximately 0.04% of the issued and outstanding common shares upon closing, and together with the common shares issuable on exercise of the warrants so acquired by insiders would constitute an aggregate number of common shares representing approximately 0.07% of the then issued and outstanding shares upon closing.

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 is relying upon the exemptions from the formal valuation and minority shareholder approval requirements pursuant to sections 5.5(a) and (b), and 5.7(1)(a), respectively, of MI 61-101 on the basis that neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the transaction insofar as it involves interested parties (within the meaning of MI 61-101) in the transaction exceeds 25% of the Company's market capitalization as calculated in accordance with MI 61-101, and/or on the basis that no securities of the Company are listed or quoted on a stock exchange as specified in MI 61-101.

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 the bulk 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 closing of the Offering is subject to certain closing conditions, including the receipt of all necessary approvals including Exchange acceptance.

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.

Correction

Further to the Company's news release of October 22, 2025, the Company wishes to confirm that the total number of stock options granted was 1,300,000.

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

What did Prospect Ridge (PRRSF) announce on October 27, 2025?

Prospect Ridge closed the first tranche of a flow-through private placement raising $1,294,000.08 by issuing 10,783,334 flow-through units.

How will Prospect Ridge (PRRSF) use the proceeds from the October 2025 FT placement?

The company intends to use the proceeds to incur eligible Canadian exploration expenses, primarily to fund a 2,000 metre drill program at the Camelot project in British Columbia.

What are the terms of the finder compensation in Prospect Ridge's October 2025 tranche?

The company paid $85,400 cash and issued 711,667 finder warrants, exercisable at $0.18 per warrant.

Did insiders participate in Prospect Ridge's October 2025 flow-through offering (PRRSF)?

Yes; insiders purchased 41,667 flow-through units for $5,000, about 0.39% of the units in the tranche.

Are the securities from Prospect Ridge's October 27, 2025 FT placement restricted for resale?

Yes; all securities issued in the first tranche are subject to a statutory hold period expiring on February 28, 2026.

Are Prospect Ridge's October 2025 flow-through units available to U.S. investors?

No; the securities have not been registered under the U.S. Securities Act and may not be offered or sold in the United States or to U.S. persons without registration or an applicable exemption.