Mr. Mike Iverson reports

PROSPECT RIDGE ANNOUNCES SECOND TRANCHE CLOSING OF FLOW-THROUGH UNIT PRIVATE PLACEMENT

Prospect Ridge Resources Corp. has closed the second tranche of its non-brokered flow-through (FT) private placement of 12-cent flow-through units, announced on Oct. 17, 2025 (see news release for details), issuing an aggregate of 2,406,667 flow-through units for gross proceeds of $288,800.04.

In connection with this tranche, the company paid an aggregate of $4,102.21 in cash and issued an aggregate of 34,183 finders' warrants, having the same terms as the FT placement warrants (exercisable at 18 cents). All securities issued in the second tranche are subject to a statutory hold period expiring on March 14, 2026.

Insiders of the company purchased an aggregate of 963,333 flow-through units ($115,599.96), representing approximately 40.03 per cent of the total number of flow-through units issued in the second tranche closing. The common shares so acquired by insiders represented approximately 0.99 per cent 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 1.48 per cent of the then issued and outstanding shares as of 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. 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 per cent 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-metre 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.

About Prospect Ridge Resources Corp.

Prospect Ridge Resources 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 underexplored region.

We seek Safe Harbor.