Prosper Gold Corp. Closes Second Tranche of Private Placement and Prepares for Winter Drilling at Golden Sidewalk Project
November 28, 2023 TSXV: PGX
OTCQX: PGXFF
NEWS RELEASE
Prosper Gold Corp. Closes Second Tranche of Private Placement and
Prepares for Winter Drilling at Golden Sidewalk Project
Vancouver, British Columbia – November 2 8, 20 23 – Prosper Gold Corp. (" Prosper Gold " or the
"Company") (TSXV:PGX) announces that it has mobilized a crew to the Golden Sidewalk Project (the
“Project”) in northwest Ontario in preparation for winter diamond drilling. The Company further
announces it has closed the second tranche (the “ Second Tranche”) of the previously announced non -
brokered private placement financing (the “Financing”) (i) of units (each, a “Unit”) and (ii) common shares
of the Company that qualify as “flow through shares” for purposes of the Income Tax Act (Canada) (“FT
Shares”).
A crew has been mobilized to the Golden Sidewalk Project in the Red Lake Mining District, Northwest
Ontario, to lay out drill pads and access roads. Up to 2,500 metres will be drilled at three previously untested
target areas. The costs of the upcoming drill program will be offset by funding support from the Ontario
Junior Exploration Program (“OJEP”), which will cover up to 50% of eligible exploration costs to a
maximum of $200,000 in respect of expenditures incurred by the Company during the period from April 1,
2023 to February 16, 2024.
“We are excited to recommence drilling in Ontario,” commented Peter Bernier, CEO. “ We would like to
thank the OJEP for the approval of funding. These funds will go a long way to advance and expand our
exploration program on a non dilutive basis making our winter drill program in Ontario extremely cost
effective.”
Private Placement
The Second Tranche consisted of 1,050,000 Units at a price of $0.10 per Unit, for gross proceeds to the
Company of $105,000. Each Unit consists of one common share of the Company (each, a “Common
Share”) and one common share purchase warrant (each, a “Warrant”). Each Warrant entitles the holder to
acquire one Common Share at an exercise price of $0.20 (the “Warrant Exercise Price”) for a period of 36
months following the closing date. The Company did not issue any FT Shares under the Second Tranche.
In connection with the Second Tranche, the Company paid $5,250 in cash and issued 52,500 common share
purchase warrants (each, a "Broker Warrant") to finders at closing. Each Broker Warrant is non-transferable
and exercisable for one Common Share for a period of 36 months following closing at the Exercise Price.
The Company closed the first tranche of the Financing on November 22, 2023. Under the first and second
tranches of the Financing, the Company raised aggregate gross proceeds of $867,000.
Prosper Gold expects to use the net proceeds from the Financing to fund exploration activities at the
Company’s Golden Sidewalk Project and for working capital and general corporate purposes.
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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.
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 Warrants and 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.