Mr. Mike Iverson reports

PROSPECT RIDGE ANNOUNCES CLOSING OF FLOW-THROUGH UNIT PRIVATE PLACEMENT

Prospect Ridge Resources Corp. has closed its non-brokered flow-through (FT) private placement of nine-cent flow-through units announced on Dec. 12, 2025 (see news release for details), issuing an aggregate of 8,894,444 flow-through units for gross proceeds of $800,500.

Each unit consists of one flow-through common share of the company and one-half of a warrant, with a whole warrant being exercisable to purchase one non-flow-through common share of the company at a price of 15 cents for a period of two years after closing. The warrants will be subject to accelerated expiry if the company's common shares trade or close on the Canadian Securities Exchange at 25 cents or more for 10 consecutive trading days.

In connection with the closing, the company paid aggregate finders' fees of $53,200 in cash and 591,111 finders' warrants having the same terms as the warrants (exercisable at 15 cents for two years subject to acceleration). All securities issued in the placement are subject to a statutory hold period expiring on April 30, 2026.

Insiders of the company purchased an aggregate of 240,000 flow-through units ($21,600), representing approximately 2.70 per cent of the total number of flow-through units issued in the FT placement. The common shares so acquired by insiders represented approximately 0.23 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 0.34 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 to allocate the funds to its 2026 drill programs at one or more of the company's Excalibur, Castle and Camelot projects.

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.