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PGX.V ·

Prosper Gold Enters into Royalty Purchase Agreement

Mergers & Acquisitions Royalties & Streams

November 28, 2022 TSXV: PGX

NEWS RELEASE

Prosper Gold Enters into Royalty Purchase Agreement

Vancouver, British Columbia – November 28, 2022 – Prosper Gold Corp. ("Prosper" or the "Company")

(TSXV:PGX) is pleased to announce that it has entered into a definitive royalty purchase agreement (the

“Purchase Agreement”) with Perry English, pursuant to which Prosper has agreed to purchase 100% of

Mr. English’s right, title and interest in a 2% net smelter return royalty (the “Royalty”) on Prosper’s Skinner

Gold Property located in the Province of Ontario (the “ Transaction”). On closing of the Transaction,

subject to the prior approval of the TSX-Venture Exchange (the “TSXV”), Prosper will issue to Mr. English

160,000 common shares in the capital of Prosper (the “Consideration Shares”) as consideration for the

sale and transfer of the Royalty.

For a detailed overview of Prosper 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, statem ents with respect to the TSXV’s approval of the Transaction, the

closing of the Transaction and the issuance of the Consideration Shares . 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,

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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 p olicies of the TSX vV)

accepts responsibility for the adequacy or accuracy of this release.