Prestwick Capital Corporation Ltd. Announces $2.7 Million Closing of Non-Brokered Private Placement

In Connection with Proposed Qualifying Transaction to Become Gold Exploration and Development Company

Calgary, August 30, 2024 - Prestwick Capital Corporation Limited (TSXV: PWIK.P) ("Prestwick" or the "Company") is pleased to announce that is has closed its previously announced non-brokered private placement (the "Private Placement") offering of subscription receipts of the Company (the "Subscription Receipts"), representing an aggregate of 13,500,000 Subscription Receipts for gross proceeds of $2,700,000. Each Subscription Receipt has been issued at a price of $0.20.

The Private Placement is being completed in conjunction with the previously announced proposed "Qualifying Transaction" of the Company (the "Transaction") pursuant to the policies of the TSX Venture Exchange (the "Exchange"), with the result that the Company will acquire an option (the "Option") to acquire a 100% undivided interest in and to the mineral claims comprising the Baner gold project located in Idaho County, Idaho, USA (the "Baner Gold Project"). Upon completion of the Transaction, the resulting Company is expected to be a Tier 2 mining issuer on the Exchange, with a focus on gold exploration and development. See the Company's July 24, 2024 press release for additional information regarding the Transaction, Option, the Baner Gold Project and the resulting Company upon completion of the Transaction.

Each Subscription Receipt will, upon satisfaction of certain escrow release conditions, automatically convert, without any further action or further consideration from the Subscription Receipt holder, into one (1) common share of the Company (each a "Common Share"). The gross proceeds from the Private Placement are currently held in escrow with Alliance Trust (acting as subscription receipt agent) pending completion of the Transaction and if the escrow release conditions are not satisfied by 5:00 pm (Calgary time) on November 29, 2024 (unless otherwise extended in accordance with the terms of the subscription receipt agreement which governs the Subscription Receipts), then the Subscription Receipts will immediately become null and void and the escrow agent shall distribute the escrowed proceeds and accrued interest to the holders of the Subscription Receipts, together with their pro rata share of interest earned thereon.

All of the securities of the Company issued in connection with the Private Placement will be subject to a statutory hold period of four months and a day.

The net proceeds of the Private Placement will be used with a view to developing the business of the Company resulting from the Transaction and for general working capital purposes.

The Private Placement was conducted under available exemptions from prospectus requirements and was available to existing shareholders of the Company in all jurisdictions in Canada in accordance with applicable blanket orders and rules implementing CSA Notice 45-313 - Prospectus Exemption for Distributions to Existing Security Holders and under OSC Rule 45-501 Ontario Prospectus and Registration Exemptions.

In connection with the Private Placement, the Company has agreed to pay Canaccord Genuity Corp. finder's fees as follows: (i) a cash finder's fee equal to 5% of the gross proceeds raised in respect of the aggregate sales to certain subscribers under the Private Placement that were introduced by Canaccord Genuity Corp. ($40,000); and (ii) common share purchase warrants to purchase 200,000 Common Shares (an amount equal to 5% of a certain number of Common Shares sold by the Company under the Concurrent Financing that were introduced by Canaccord Genuity Corp.), at an exercise price of $0.20 per share, expiring 24 months from the date of issuance. These finder's fees are not payable by the Company until completion of the Transaction.


Related Party Disclosure

Under the Private Placement: (i) Brian Hinchcliffe, a director of the Company purchased 480,000 Subscription Receipts at a subscription price of $96,000; (ii) Angus Campbell, a director of the Company purchased 25,000 Subscription Receipts at a subscription price of $5,000; (iii) Rupert Williams, an insider of the Company because he currently holds more than 10% of the issued and outstanding Common Shares, purchased 375,000 Subscription Receipts at a subscription price of $75,000; (iv) Al Brimacombe, an insider of the Company because he currently holds more than 10% of the issued and outstanding Common Shares, purchased 1,500,000 Subscription Receipts at a subscription price of $300,000; (v) Robert Shewchuk, an insider of the Company because he currently holds more than 10% of the issued and outstanding Common Shares, purchased 900,000 Subscription Receipts at a subscription price of $180,000; and (vi) Zila Corporation, an insider of the Company because it currently holds more than 10% of the issued and outstanding Common Shares, purchased 1,375,000 Subscription Receipts at a subscription price of $275,000. Their participation in the Private Placement constitutes a "related party transaction" as defined in Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transaction ("MI 61-101"), which has been adopted by the Exchange pursuant to its Policy 5.9 - Protection of Minority Security Holders in Special Transaction. These transactions are exempt from the formal valuation and minority shareholder approval requirements of such instrument and policy, pursuant to subsections 5.5(b) and (c) and 5.7(1)(b) of MI 61-101 as the Company trades on the Exchange, the distribution of securities was for cash and the fair market value of these securities was not more than $2,500,000.

The Company did not file a material change report more than 21 days before the expected closing of the Private Placement because the details of the participation therein by related parties of the Company were not settled until shortly prior to closing of such transactions and the Company wished to close on an expedited basis for sound business reasons.

Any reference to "$" in this press release is to Canadian dollars.



For further information, please contact:

Prestwick Capital Corporation Limited
Gordon Chmilar, Chief Financial Officer and Director
Telephone: +1-403-589-2468
Email: gordon@modernfinancelaw.com



Completion of the Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements, majority of the minority shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this press release.


Neither the TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

This press release is not an offer of the Company's securities for sale in the United States. The Company's securities may not be offered or sold in the United States absent registration or an available exemption from the registration requirements of the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") and applicable U.S. state securities laws. The Company will not make any public offering of its securities in the United States. The Company's securities have not been and will not be registered under the U.S. Securities Act.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful.


CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION:

This press release includes certain "forward-looking statements" under applicable Canadian securities legislation. Forward-Looking statements include, but are not limited to, statements with respect to the Private Placement; the use of proceeds of the Private Placement; the resumption in trading of the Common Shares; the Company's future business operations and results; the receipt of all necessary shareholder, Exchange, securities regulatory authority and other third party consents and approvals; and the receipt by Prestwick of an exemption from the sponsorship requirements of the Exchange. Forward-Looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors, which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; delay or failure to receive shareholder or regulatory approvals; and the results of continued development, marketing and sales. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Prestwick disclaims any intention or obligation to update or revise any forward-looking statements, whether because of new information, future events or otherwise, except as required by law.

NOT FOR DISTRIBUTION OR DISSEMINATION IN THE UNITED STATES. FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF UNITED STATES SECURITIES LAWS