Prosper Gold Commences Drilling at Skinner North and Closes First Tranche of Private Placement, Golden Sidewalk Project

VANCOUVER, British Columbia, Nov. 02, 2022 (GLOBE NEWSWIRE) — Prosper Gold Corp. (“Prosper Gold” or the “Company“) (TSXV:PGX) is pleased to report it has (i) commenced its maiden diamond drilling program at the Skinner North Target and (ii) closed a $725,000 first tranche of a non-brokered private placement of up to $2,000,000 of hard dollar units (“HD Units”) and flow-through units (“FT Units”) of the Company (the “Financing”).

“We are excited to commence the first ever drilling at this new target area,” commented Peter Bernier, CEO. “Trenching at the Skinner North prospect has demonstrated grade and width at surface. Additional targets in the immediate area with similar geological and geophysical characteristics will also be tested.”

Drilling at Skinner North Target Area

The Skinner Target Area is 4 kilometres northwest of the Golden Corridor and was identified by prospecting and 2021-2022 till sampling results. The Company completed stripping, channel sampling, and ground magnetics at the Skinner North Target area for which results have been reported (see the Company’s Sep. 7, 2022 news releases for details). The 2,500-metre proposed diamond drilling program will be testing multiple exploration targets at the Skinner North prospect.

Channel sampling results at the Skinner North trench 1 include 9.69 gpt gold over 3.0 metres and 13.13 gpt gold over 1.8 metres, within a 6- to 12-metre-wide quartz-carbonate vein bearing shear zone. Gold mineralization comprises finely disseminated, fracture filling and locally semi-massive pyrite ± chalcopyrite with associated silica-ankerite alteration. Mineralization persists in quartz-carbonate veins and within sheared mafic volcanic wallrock. The shear zone and majority of the quartz-carbonate veins trend 100° to 110° and dip approximately 70° to the north.

400 metres southwest of the Skinner North trench 1, grab samples up to 6.84 gpt gold are associated with strongly sheared and silica-ankerite altered mafic volcanics with quartz-pyrite ± chalcopyrite veining, similar to the mineralization that persists at the Skinner North trench 1. Shearing and quartz-carbonate veining at this target trend between 80° and 105° and dip 55° to 65° to the north.

Non-brokered Private Placement

The Company has closed the first tranche (the “First Tranche”) of the Financing consisting of (i) 1,300,000 HD Units at a price of $0.20 per HD Unit and (ii) 1,860,000 FT Units at a price of $0.25 per FT Unit, for aggregate gross proceeds to the Company under the First Tranche of $725,000. Each HD Unit consists of one common share of the Company (a “Common Share”) and one common share purchase warrant (a “HD Warrant”). Each HD Warrant entitles the holder to acquire one Common Share at a price of $0.30 for a period of 24 months following the closing date. Each FT Unit consists of one Common Share that qualifies as a “flow-through share” for the purposes of the Income Tax Act (Canada) (a “FT Share”) and one–half of one non-transferable non-flow through common share purchase warrant (each whole warrant, a “NFT Warrant” and together with the HD Warrants, the “Warrants”). Each whole NFT Warrant entitles the holder thereof to purchase one Common Share at an exercise price of $0.30 per Common Share for a period of 24 months following the closing date.

In the event that the Common Shares trade at a closing price on the TSX Venture Exchange (the “TSX-V”) of greater than $0.80 per common share for a period of 20 consecutive trading days at any time after the closing date, 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 (the “Acceleration Trigger”).

In connection with the First Tranche and in accordance with the policies of the TSX-V, finder’s fees totaling approximately $33,000 in cash were paid and approximately 136,750 common share purchase warrants (each, a “Finder Warrant“) were issued. Each Finder Warrant is non-transferable and exercisable for one Prosper Share for a period of 24 months following closing at an exercise price equal to $0.30. The Finder Warrants terms contain the same Acceleration Trigger as the Warrants.

The Company expects to close a second tranche of the Financing of up to $1,275,000 on or about November 15^th, 2022.

Prosper Gold expects to use the net proceeds from the Financing to fund exploration activities at the Golden Sidewalk Project and for working capital and general corporate purposes.

The Financing involves related parties (as such term is defined under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”)) and therefore constitutes a related party transaction under MI 61-101. This transaction is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 pursuant to sections 5.5(a) and 5.7(a) of MI 61-101, as the fair market value of the securities to be distributed and the consideration to be received for the securities under the Financing does not exceed 25% of the Company’s market capitalization.

All securities issued pursuant to the Financing will be subject to a four month and one day hold period in accordance with applicable securities laws. 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 Company’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 “Golden Corridor” lies immediately north of the unconformity and is characterized as a highly prospective trend of coincident favourable magnetic and resistivity lineaments supported by highly anomalous gold-in-till samples covering 7.0 by 0.5 kilometres. An additional highly prospective target area was defined in 2021, termed the Skinner North Target Area, where 2022 channel sampling results include 9.69 gpt gold over 3.0 metres and 13.13 gpt gold over 1.8 metres and till samples containing up to 1,014 gold grains have not been followed up with drilling.

QA/QC Procedures

The location of channel samples was designed by the on-site geologist and were cut in cleaned bedrock with gas powered rock-saws by field personnel. Channel samples were cut to medial depths of 2.5 to 3” and medial widths of 2”. Sample interval lengths were between 0.5 and 1.5 metres. Quality assurance and quality control measures implemented by the Company include the insertion of certified reference materials in the sample sequence at a rate of 1 in 20 for both blank material and certified reference standards. Analytical results for reference standard and blank samples are scrutinized internally to ensure adequate analytical precision and accuracy in both sample preparation and instrumental procedures. A chain of custody is strictly monitored to ensure sample and analytical integrity and reliability. Channel samples are sent to AGAT Laboratories in Thunder Bay, Ontario, where they are analyzed in 50-gram aliquots using Fire-Assay with ICP-OES finish. Any overlimit analyses (>10 g/t Au) are re-analyzed with a pulp metallic screen method designed to give the most accurate representation of gold concentration in each sample. AGAT Laboratories in Thunder Bay, ON, is an accredited testing laboratory having been assessed by the Standards Council of Canada (SCC) and found to conform with the requirements of ISO/IEC 17025:2017.

Qualified Person

The scientific and technical information in this news release has been reviewed by Rory Ritchie, P.Geo., Vice-President of Exploration for Prosper Gold and a Qualified Person under National Instrument 43-101.

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: [email protected]

Information set forth in this news release may involve forward-looking statements under applicable securities laws. Forward-looking statements are statements that relate to future, not past, events. In this context, forward-looking statements often address expected future business and financial performance, and often contain words such as “anticipate”, “believe”, “plan”, “estimate”, “expect”, and “intend”, statements that an action or event “may”, “might”, “could”, “should”, or “will” be taken or occur, or other similar expressions. All statements, other than statements of historical fact, included herein including, without limitation, statements about the use of proceeds from the Financing, the timing of the close of the second tranche, the exercise of the Warrants and the planned exploration of the Golden Sidewalk project, are forward-looking statements. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the following risks: the need for additional financing; operational risks associated with mineral exploration; fluctuations in commodity prices; title matters; environmental liability claims and insurance; reliance on key personnel; the potential for conflicts of interest among certain officers, directors or promoters with certain other projects; the absence of dividends; competition; dilution; the volatility of our common share price and volume and the additional risks identified the management discussion and analysis section of our interim and most recent annual financial statement or other reports and filings with the TSX Venture Exchange and applicable Canadian securities regulations. Forward-looking statements are made based on management’s beliefs, estimates and opinions on the date that statements are made and the Company undertakes no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change, except as required by applicable securities laws. Investors are cautioned against attributing undue certainty to forward-looking statements.

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

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