Prosperity Exploration Corp. Closes Acquisition of Uranium/Vanadium mineral claims located in Catron County, New Mexico
LEGAL_39216329.1
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES
Prosperity Exploration Corp. Closes Acquisition of Uranium/Vanadium mineral
claims located in Catron County, New Mexico
Vancouver, British Columbia – June 27, 2022– Prosperity Exploration Corp. (CSE:PROP) (“Prosperity” or
the “Company”) is pleased to announce that further to its press release of June 23, 2022 it has closed the
acquisition (the “Transaction”) of 60% of the issued and outstanding shares of FirstAmerican Energy Fuels
Ltd. (“TargetCo”) pursuant to the terms of a share exchange agreement dated effective June 23, 2022
among the Company, TargetCo and the shareholders of TargetCo (the “ Definitive Agreement”) and
indirectly acquired an option held by TargetCo for the acquisition of a 100% interest (subject to a 2% NSR)
in and to certain mineral claims located in Catron County, New Mexico ( the “Property”) pursuant to the
terms of a mineral p roperty option agreement between TargetCo and an arm’s length optionor (the
“Option Agreement”). Pursuant to the Definitive Agreement, the Company assumed all of the obligations
of TargetCo under the Option Agreement, including paying any cash and issuing any shares contemplated
therein.
The Proposed Transaction
Pursuant to the terms of the Definitive Agreement, Prosperity acquired 60% of the issued and
outstanding securities of TargetCo in consideration for the issuance of 8,000,000 common shares of the
Company (the “Payment Shares”) pro rata to shareholders of TargetCo at a deemed price of $0.08 per
Payment Share. In addition, the Company issued 500,000 common shares to an arm’s length third party
finder in connection with the Transaction (the “Finders’ Shares”) at a deemed price of $0.08 per Finders’
Share. The Payment Shares will not be subject to any hold period under applicable securities laws. The
Finders’ Shares are subject to a four month and one day hold period under applicable securities laws
which expires on October 28, 2022.
In addition, pursuant to the terms of the Option Agreement assumed by the Company, and in order for
TargetCo to acquire a 100% undivided right, title and interest in and to the Property, the Company will
pay in stages a total of US$350,000 in cash and issue in stages an aggregate of 2,000,000 common shares
in the capital of the Company to the optionor. The shares issued to the optionor pursuant to the Option
Agreement will be subject to a four month and one day hold period from the date of issuance under
applicable securities laws.
On or before the date of Commencement of Commercial Production (as defined in the Option
Agreement), an additional bonus payment of US$250,000 in cash or shares will be paid to the optionor.
The Property is subject to a royalty equal to 2% of net smelter r eturns upon Commencement of
Commercial Production and such royalty may be reduced from 2% to 1% by the payment of US$500,000.
The Transaction is an arms’ length transaction and no change in management, or the Board of Di rectors
of the Company is being contemplated at this time.
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About Prosperity Exploration Corp.
Prosperity Exploration Corp. is engaged in the business of mineral exploration and the acquisition of
mineral property assets in Canada. Its objective is to locate and develop economic precious and base metal
properties of merit and to conduct its explorat ion program on the Silver Lake property. The Silver Lake
property is situated around Goosly Lake and approximately 30 km southeast of the town of Houston, in the
Omineca Mining Division, British Columbia.
ON BEHALF OF THE BOARD
“Mike England”
Mike England, CEO & DIRECTOR
For further information, please contact: Telephone: 1-604-683-3995:
The CSE does not accept responsibility for the adequacy or accuracy of this release.
The Canadian Securities Exchange has not in any way passed upon the merits of the Proposed
Transaction and has neither approved nor disapproved the contents of this press release.
The securities to be issued in connection with the Proposed Transaction have not been and will not be
registered under the U.S. Securities Act of 1933, as amended (the "1933 Act"), or under any state
securities laws, and may not be offered or sold, directly or indirectly, or delivered within the United
States or to, or for th e account or benefit of, U.S. persons (as defined in Regulation S under the 1933
Act) absent registration or an applicable exemption from the registration requirements. This news
release does not constitute an offer to sell or a solicitation to buy such securities in the United States.
This press release includes "forward-looking information" that is subject to a number of assumptions,
risks and uncertainties, many of which are beyond the control of the Company. Forward -looking
statements may include but ar e not limited to, statements relating to the trading of the Company's
common shares on the Exchange and the Company's use of proceeds and are subject to all of the risks
and uncertainties normally incident to such events. Investors are cautioned that any such statements
are not guarantees of future events and that actual events or developments may differ materially from
those projected in the forward -looking statements. Such forward -looking statements represent
management's best judgment based on information currently available.