Prosper Gold Closes Second Tranche of Private Placement

Prosper Gold Corp. (TSX.V: PGX) has just announced that it has raised $966,000 from its second tranche of $2 million in hard dollar unit and flow-through unit private placements, which were offered without a broker. The net proceeds from the Financing will fund exploration at the Golden Sidewalk Project and for working capital and general corporate purposes.

The Company raised $966,000 through the issuance of 2,155,000 HD Units at $0.20 per HD Unit and 2,140,000 FT Units at $0.25 per FT Unit (collectively, the “Second Tranche”). Each HD Unit has one common share and one common share purchase warrant. Each HD Warrant entitles the holder to buy one common share for $0.30 for 24 months following the closing date. Each FT Unit consists of one share that qualifies as a “flow-through share” for Canadian tax purposes and one-half of a non-transferable non-flow-through share purchase warrant (each whole warrant, an “NFT Warrant” and together with the HD Warrants, the “Warrants”). Each NFT Warrant entitles the holder to buy one common share at $0.30 per share for 24 months following the closing date.

If the Common Shares trade at a closing price on the TSX Venture Exchange of greater than $0.80 per common share for 20 consecutive days at any time after the closing date, Prosper Gold can choose to notify the Warrant holders that the Warrants will expire on the 30th day after the date of the notice, (acceleration trigger).

Finder’s fees totaling $52,300 in cash and 217,800 common share purchase warrants were issued as part of the Second Tranche in accordance with TSX-V policies. Each Finder Warrant is non-transferable and may be exercised for one Prosper Share for 24 months following completion for $0.30. Terms of warrants are the same as acceleration trigger.

In accordance with applicable securities laws, all securities issued as part of the Financing are subject to a four-month and one-day hold period. 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 sold or offered within the United States without registration or an applicable exemption from such Act’s registration requirements.

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