PROSPECT RIDGE RESOURCES CORP. ANNOUNCES PROPERTY OPTION AGREEMENT; $6 MILLION NON-BROKERED PRIVATE PLACEMENT; AND APPOINTS FORMER CEO AND CHAIRMAN OF FORTUNA SILVER MINES INC. AS CHIEF EXECUTIVE OFFICER

Mr. Bennett Liu reports

PROSPECT RIDGE RESOURCES CORP. ANNOUNCES PROPERTY OPTION AGREEMENT; $6 MILLION NON-BROKERED PRIVATE PLACEMENT; AND APPOINTS FORMER CEO AND CHAIRMAN OF FORTUNA SILVER MINES INC. AS CHIEF EXECUTIVE OFFICER

Prospect Ridge Resources Corp. has entered into a property option agreement with Loan Wolf Exploration Ltd. dated Aug. 26, 2021, pursuant to which the company has acquired options to purchase a 100-per-cent interest in and to certain mineral claims and placer claims collectively known as the Holy Grail property. Such options consist of: (1) an option to purchase 50 per cent of the mineral claims comprising the property; (2) an option to purchase the remaining 50 per cent of the mineral claims comprising the property; and (3) an option to purchase 100-per-cent of the placer claims comprising the property. The property is located north of Terrace, B.C., near the historical mining area known as the Golden Triangle.

Option to acquire the Holy Grail property

In order to maintain and exercise the first option, Prospect must satisfy the requirements shown in the associated table.

In order to maintain and exercise the second option, Prospect must satisfy the requirements shown in the associated table.

In order to maintain and exercise the placer option, Prospect must, subject to exercise of the second option, make a cash payment in the amount of the aggregate staking and maintenance costs incurred by Prospect on the placer claims up to and including the closing date on or before the date that is 30 days after the deemed exercise of the second option.

The company has granted Loan Wolf a 3.0-per-cent net smelter returns royalty with respect to non-placer operations on the property. The company has the right to purchase from Loan Wolf 1.0 per cent of the royalty for $1-million within five years after the earlier of the date that option is exercised or the agreement is terminated. With respect to placer operations on the placer claims, the company has also granted Loan Wolf a royalty, payable in kind, equal to 10 per cent of the placer gold and gemstones removed from the property.

During the period ending on the earlier of the date the option is exercised and the date the agreement is terminated, and for a period of two years thereafter, the company has agreed to provide Loan Wolf with a right of first refusal to participate in any equity financing conducted by the company such that its aggregate holding of common shares in the company (including convertible securities held by Loan Wolf) equals 9.9 per cent of the then-issued common shares of the company upon completion of the equity financing.

Finders’ fees

In connection with the agreement, the company has also agreed to issue to Triple K Ventures Ltd. an aggregate of one million finder shares in accordance with the schedule in the associated table.

The company has further agreed to reimburse Triple K for certain expenditures incurred in respect of the property in the amount of $293,339.50.

Triple K is 100 per cent owned and controlled by Michael Iverson, who is being appointed as the chief executive officer and a director of the company, as discussed below.

Appointment of Mr. Iverson as chief executive officer and director

The company is also pleased to announce that Mr. Iverson has been appointed as its new chief executive officer and a director, with Liam Corcoran voluntarily stepping down as chief executive officer. Mr. Corcoran will continue to serve on the company’s board of directors.

Mr. Iverson brings over 30 years of executive experience in public markets, including corporate development, capital formation, acquisitions and mergers. In 1998, Mr. Iverson founded Niogold Mining Corp. and co-founded Fortuna Silver Mines Inc. and went on to serve in various executive roles at both companies including chairman, chief executive officer and president until 2016. Since 2007, Mr. Iverson has also held various executive positions at Volcanic Gold Mines. At Niogold he led the acquisition and exploration of a large land package in Val d’Or, following which the company was acquired by Oban Mining Corp., now operating as Osisko Mining Inc., as a significant premium to the company’s market capitalization. At Fortuna, he was an integral part of the company’s successful development into a silver producer with operating mines in Peru and Mexico. This is Mr. Iverson’s first position as chief executive officer of a public company since transitioning out of that role with Niogold in 2016. Mr. Iverson brings a wealth of experience in public and private equity markets and important management disciplines in strategic planning, sales and marketing, having raised, invested and co-invested $100-million in the companies he has led and advised. Mr. Iverson has acted as the CEO and/or director of companies over the years that have achieved, in aggregate during the periods of time while Mr. Iverson was so acting, peak market capitalizations in excess of $1-billion.

Non-brokered private placement

The company is further pleased to announce that it intends to complete a non-brokered private placement of up to 17,142,858 units of the company at a price of 35 cents per unit for gross proceeds of up to $6-million. Each unit will comprise one share and one-half of one common share purchase warrant, with each warrant entitling the holder thereof to purchase one share for an exercise price of 70 cents per share for a period of 18 months from the date of issuance. The warrants will be subject to a forced exercise clause if the trading price of the shares equals or exceeds $1.15 for 10 consecutive days.

The company intends to use the proceeds from the private placement for exploration purposes on the Galinee and Holy Grail projects, marketing and public relations, and for general working capital purposes.

Grant of options

The company also announces that it has issued a total of 2.85 million stock options to certain of its directors, officers, employees and consultants. All of the stock options will be exercisable for a period of 18 months at an exercise price of 50 cents.

About Prospect Ridge Resources Corp.

Prospect Ridge Resources is a mineral exploration company engaged in the identification, acquisition and exploration of mineral projects in North America.

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