Prosper Gold Corp. Closes Private Placement
April 2, 2025 TSXV: PGX
NEWS RELEASE
Prosper Gold Corp. Closes Private Placement
Vancouver, British Columbia – April 2, 2025 – Prosper Gold Corp. ("Prosper Gold" or the "Company")
(TSXV: PGX) announces that it has closed a non-brokered private placement financing (the “ Private
Placement”) of common shares in the capital of the Company that qualify as “flow-through shares” for the
purposes of the Income Tax A ct (Canada) (each, a “ FT Share ”). The Private Placement consisted of
5,250,000 FT Shares at a price of $0.10 per FT Share, for gross proceeds to the Company of $525,000.
In connection with the Private Placement, the Company paid $ 7,000 in cash and issued 70,000 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 24 months
following the date hereof, at an exercise price of $0.20.
Prosper Gold expects to use the net proceeds from the Private Placement to fund exploration activities at
the Company’s Cyprus Project.
The Private Placement involves the issuance of 4,250,000 FT Shares (for a subscription amount of
$425,000) to 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 FT Shares distributed and the consideration received from related parties under the Private
Placement does not exceed 25% of the Company's market capitalization.
All securities issued under the Private Placement 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.
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
- 2 -
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 Private Placement
and the exercise of the Broker 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 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.