Prosper Gold Corp. Announces Private Placement

- December 8th, 2020

Prosper Gold Corp. announces that it intends to offer, on a non-brokered private placement basis, up to 6,111,111 units of the Company at a price of $0.90 per Unit for gross proceeds to the Company of up to approximately $5,500,000 . There is no minimum offering amount. Each Unit will consist of one common share of the Company and one-half of one common share purchase warrant . Each Warrant will entitle the holder …

Prosper Gold Corp. (” Prosper Gold ” or the ” Company “) (TSXV:PGX) announces that it intends to offer, on a non-brokered private placement basis, up to 6,111,111 units of the Company (the “ Units ”) at a price of $0.90 per Unit (the “ Issue Price ”) for gross proceeds to the Company of up to approximately $5,500,000 (the “ Offering ”). There is no minimum offering amount.

Each Unit will consist of one common share of the Company (each, a “ Common Share ”) and one-half of one common share purchase warrant (each whole common share purchase warrant, a “ Warrant ”). Each Warrant will entitle the holder to acquire one common share of the Company at a price of $1.35 until the date that is 24 months following completion of the Offering.

In the event that Prosper Gold’s common shares trade at a closing price on the TSX Venture Exchange (the “ TSX-V ”) of greater than $1.80 per common share for a period of 20 consecutive trading days at any time after the closing date of the Offering, Prosper Gold may accelerate the expiry date of the Warrants by giving notice to the holders thereof and in such case the Warrants will expire on the 30 th day after the date on which such notice is given by Prosper Gold.

It is anticipated that the private placement will close on December 17, 2020 or such other date as the Company may determine and is subject to the completion of formal documentation, receipt of all necessary regulatory approvals, including the approval of the TSX-V. Prosper Gold expects to use the net proceeds from the Offering to fund exploration activities for 2021 at the Golden Sidewalk Project and for working capital and general corporate purposes.

The Offering is non-brokered; however, Prosper Gold may pay finder’s fees in accordance with the rules and policies of the TSX-V.

All of the securities sold pursuant to the Offering will be subject to a four month hold period, which will expire four months and one day from the date of closing. The securities described herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended, and were not permitted to be offered or sold within the United States absent registration or an applicable exemption from the registration requirements of such Act.

About the Golden Sidewalk

The Golden Sidewalk is a district-scale gold exploration project covering over 160 square kilometres of contiguous mineral claims and mining leases (see the C ompany’s Aug. 10, Sept. 8 , and Sept. 15, 2020 news releases for details) in the western Birch-Uchi Greenstone Belt, approximately 60 km east of Red Lake, Ontario. The vehicle-accessible project straddles 12 kilometres of the Balmer Assemblage – Narrow Lake Assemblage unconformity, a regional-scale feature that has been the Red Lake exploration guide, but which has seen limited exploration in the project area. The recently identified “Golden Corridor” lies immediately north of the unconformity in the western portion of the property and is characterized as a highly prospective, greater than 5 kilometre trend of coincident favourable magnetic and resistivity lineaments supported by highly anomalous gold-in-till samples covering 3.3 by 0.5 kilometres. Historical drilling programs at the Bathurst Mine, Joe Vein, KT vein, Dunkin and Vihonen prospects reported high-grade gold intercepts which warrant follow-up.

For a detailed overview of Prosper Gold please visit www.ProsperGoldCorp.com

ON BEHALF OF THE BOARD OF DIRECTORS

Per: Peter Bernier
Peter Bernier
President & CEO

For further information, please contact:

Peter Bernier
President & CEO
Prosper Gold Corp.
Cell: (250) 316-6644
Email: Pete@ProsperGoldCorp.com

Unless otherwise specified, all dollar amounts used herein refer to the law currency of Canada.

Certain information in this news release constitutes forward-looking statements under applicable securities law. Any statements that are contained in this news release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements are often identified by terms such as “may”, “should”, “anticipate”, “expect”, “intend” and similar expressions. Forward-looking statements in this news release include, but are not limited to, statements with respect to the use of proceeds from the Offering , the expected closing date of the Offering and the exercise of the Warrants . Forward-looking statements necessarily involve known and unknown risks, including, without limitation, the Company’s ability to implement its business strategies; risks associated with mineral exploration and production; risks associated with general economic conditions; adverse industry events; marketing and transportation costs; loss of markets; volatility of commodity prices; inability to access sufficient capital from internal and external sources, and/or inability to access sufficient capital on favourable terms; industry and government regulation; changes in legislation, income tax and regulatory matters; competition; currency and interest rate fluctuations; and other risks. Readers are cautioned that the foregoing list is not exhaustive.

Readers are further cautioned not to place undue reliance on forward-looking statements as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement.

The forward-looking statements contained in this news release represent the expectations of the Company as of the date of this news release, and, accordingly, are subject to change after such date. The Company does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable securities law.

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


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