News Release

Prospector Announces closing of C$7,500,000 Private Placement

Rio2 Limited

Feb 24, 2017

PROSPECTOR RESOURCES CORP. (“Prospector” or the “Company”) (TSXV:PRR) has completed a private placement of common shares previously announced on February 1, 2017.

Prospector issued 15,000,000 common shares of the Company at a price of C$0.50 per common share for aggregate gross proceeds of C$7,500,000 (the “Private Placement”). Clarus Securities Inc. (“Clarus”) acted as agent for a portion of the Private Placement and placed 1,400,000 common shares for aggregate gross proceeds of C$700,000. Clarus received a work fee of $25,000 for its role as agent.

The Directors of the Company and a 10% shareholder participated in the Private Placement for aggregate gross proceeds of C$1,763,500. The Company has determined that exemptions from the various requirements from the related party requirements of Multilateral Instrument 61-101 (“MI 61-101”) are available for the Private Placement.

All securities issued under the Private Placement are subject to a four-month hold period, in addition to the resale restrictions imposed by applicable securities laws. This hold period expires on June 25, 2017. The proceeds of the Private Placement will be used to pursue asset acquisitions and for general corporate purposes.

​Following the closing of the Private Placement, the Company now has 59,694,362 common shares issued and outstanding. As a result of the Private Placement, Alex Black, President, Chief Executive Officer and a Director of the Company owns and exercise control over an aggregate 21,500,000 common shares representing 36.02% of the issued and outstanding common shares of the Company, calculated on a non-diluted basis. Pat DiCapo owns and exercises control over an aggregate 11,500,000 common shares representing 19.27% of the issued and outstanding common shares of the Company, calculated on a non-diluted basis. A copy of the Early Warning Reports filed pursuant to National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues will be available under the Company’s profile at www.SEDAR.com.

​Completion of the Private Placement is subject to certain conditions including, not but limited to, the receipt of all necessary regulatory approvals including TSXV acceptance.