Prosper Gold Corp. Closes Second Tranche of Private Placement
November 18, 2022 TSXV: PGX
NEWS RELEASE
Prosper Gold Corp. Closes Second Tranche of Private Placement
Vancouver, British Columbia – November 18, 20 22 – Prosper Gold Corp. (" Prosper Gold " or the
"Company") (TSXV:PGX ) announces that it has closed a $ 966,000 second tranche of its previously
announced non-brokered private placement of up to $2,000,000 of hard dollar units (“HD Units”) and flow-
through units (“FT Units”) of the Company (the “Financing”).
The second tranche consisted of (i) 2,155,000 HD Units at a price of $0.20 per HD Unit and (ii) 2,140,000
FT Units at a price of $0.25 per FT Unit, for aggregate gross proceeds to the Company of $966,000 (the
“Second Tranche”). Each HD Unit consists of one common share of the Company (a “Common Share”)
and one common share purchase warrant ( a “HD Warrant”). Each HD Warrant entitles the holder to
acquire one Common Share at a price of $0.30 for a period of 24 months following the closing date. Each
FT Unit consists of one Common Share that qualifies as a “flow -through share” for the purposes of the
Income Tax Act (Canada) (a “FT Share”) and one–half of one non-transferable non-flow through common
share purchase warrant (each whole warrant, a “ NFT Warrant” and together with the HD Warrants, the
“Warrants”). Each whole NFT Warrant entitles the holder thereof to purchase one Common Share at an
exercise price of $0.30 per Common Share for a period of 24 months following the closing date.
In the event that the Common Shares trade at a closing price on the TSX Venture Exchange (the “TSX-V”)
of greater than $ 0.80 per common share for a period of 20 consecutive trading days at any time after the
closing date, Prosper Gold may accelerate the ex piry date of the Warrants by giving notice to the holders
thereof and in such case the Warrants will expire on the 30th day after the date on which such notice is given
by Prosper Gold (the “Acceleration Trigger”).
In connection with the Second Tranche and in accordance with the policies of the TSX-V, finder's fees
totaling approximately $ 52,300 in cash were paid and approximately 217,800 common share purchase
warrants (each, a "Finder Warrant") were issued. Each Finder Warrant is non-transferable and exercisable
for one Prosper Share for a period of 24 months following closing at an exercise price equal to $0.30. The
Finder Warrants terms contain the same Acceleration Trigger as the Warrants.
Prosper Gold expects to use the net proceeds from the Financing to fund exploration activities at the Golden
Sidewalk Project and for working capital and general corporate purposes.
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 a pplicable exemption from the registration
requirements of such Act.
For a detailed overview of Prosper Gold please visit www.ProsperGoldCorp.com
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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. 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 wi th 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 c apital 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 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.