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PGX.V ·

Prosper Gold Corp. Closes First Tranche of Private Placement

Financings

December 13, 2024 TSXV: PGX

NEWS RELEASE

Prosper Gold Corp. Closes First Tranche of Private Placement

Vancouver, British Columbia – December 13, 2024 – Prosper Gold Corp. (" Prosper Gold " or the

"Company") (TSXV: PGX) announces that it has closed the first tranche of a private placement financing

of common shares in the capital of the Company that qualify as “flow-through shares” for the purposes of

the Income Tax Act (Canada) (each, a “FT Share”). The first tranche of the financing consisted of 4,544,727

FT Shares at a price of $0.1 1 per FT Share, for gross proceeds to the Company of $499,920 (the “First

Tranche”).

In connection with the First Tranche, the Company paid $35,000 in cash and issued 318,180 common share

purchase warrants (each, a " Broker Warrant") to finders at closing. Each Broker Warrant is non -

transferable and exercisable for one common share in the capital of the Company for a period of 36 months

following the date hereof, at an exercise price of $0.20.

Prosper Gold expects to use the net proceeds from the First Tranche to fund exploration activities at the

Company’s Cyprus Project.

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]

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 Financing and the

exercise of the Broker Warrants. Forward-looking statements necessarily involve known and unknown risks,

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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 o r 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 TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV)

accepts responsibility for the adequacy or accuracy of this release.