Prosper Gold Corp. Announces Private Placement
September 4, 2019 TSXV: PGX
NEWS RELEASE
Prosper Gold Corp. Announces Private Placement
Vancouver, British Columbia – September 4, 201 9 – 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 20,000,000 units of the Company (the “ Units”) at a price of $0.05 per Unit (the “ Issue Price”) for
gross proceeds to the Company of up to approximately $1 million (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 common
share purchase warrant (a “Warrant”). Each Warrant will entitle the holder to acquire one common share
of the Company at a price of $0.08 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 $0.15 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 o n 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 or before September 6, 2019 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
and for working capital and general corporate purposes.
The Offering will take place by way of a private placement to qualified investors in such provinces of
Canada (except Quebec) as the Company may designate, and otherwise in those jurisdictions where the
Offering can lawfully be made, including the United States under applicable private placement exemptions.
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.
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.
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Cell: (250) 316-6644
Email: [email protected]
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 n ot 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 m atters; 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.