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PGX.V ·

Prosper Gold Provides Update on Option Agreement to Acquire the Kaza and Northstar Properties

Mergers & Acquisitions Property Options & Staking

May 20, 2024 TSXV: PGX

OTCQB: PGXFF

NEWS RELEASE

Prosper Gold Provides Update on

Option Agreement to Acquire the Kaza and Northstar Properties

Vancouver, British Columbia – May 20, 2024 – Prosper Gold Corp. (“Prosper Gold” or the “Company”)

(TSXV:PGX) is pleased to report on the status of its option to acquire a 100% interest in the Kaza and

Northstar properties (the “Option”), pursuant to a definitive option agreement (the “Option Agreement”)

with several individuals (collectively, the “ Optionors”), as previously announced on February 20, 2024

(the “Initial Press Release”). The Company received conditional approval of the transaction contemplated

by the Option Agreement (the “Transaction”) from the TSX Venture Exchange (the “TSXV”) on March

8, 2024, which requires the Company to provide an update on the status of the Transaction 90 days

following the Initial Press Release.

The Company continues to work towards satisfying the remaining conditions to exercise the Option, which

remains subject to the final approval of the TSXV, as detailed in the Initial Press Release.

For an 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]

Information set forth in this news release may involve forward-looking statements under applicable securities laws. Forward-looking

statements are statements that relate to future, not past, events. In this context, forward-looking statements often address expected

future business and financial performance, and often contain words such as "anticipate", "believe", "plan", "estimate", "expect", and

"intend", statements that an action or event "may", "might", "could", "should", or "will" be taken or occur, or other similar

expressions. All statements, other than statements of historical fact, included herein including, without limitation; statements about

the issuance of the Option Shares and receipt of final TSXV approval are forward-looking statements. By their nature, forward-

looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results,

performance or achievements, or other future events, to be materially different from any future results, performance or achievements

expressed or implied by such forward -looking statements. Such factors include, among others, the following risks: the need for

additional financing; operational risks associated with mineral exploration; fluctuations in commodity prices; title matters;

environmental liability claims and insurance; reliance on key personnel; the potential for conflicts of interest among certain officers,

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directors or promoters with certain other projects; the absence of dividends; competition; dilution; the volatility of our co mmon

share price and volume and the additional risks identified the management discussion and analysis section of our interim and most

recent annual financial statement or other reports and filings with the TSX V and applicable Canadian securities regulations.

Forward-looking statements are made based on management's beliefs, estimates and opinions on the date that statements are made

and the Company undertakes no obligation to update forward -looking statements if these beliefs, estimates and opinions or other

circumstances should change, except as required by applicable securities laws. Investors are cautioned against attributing un due

certainty to forward-looking statements.

Neither the TSXV 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.