Prosper Gold Corp.

TSX VENTURE : PGX.H


Prosper Gold Corp.

August 20, 2013 20:51 ET

Prosper Gold Announces Filing of Filing Statement and Technical Report for Proposed Qualifying Transaction

QUESNEL, BRITISH COLUMBIA--(Marketwired - Aug. 20, 2013) -

NOT FOR DISSEMINATION IN THE U.S. OR THROUGH U.S. NEWSWIRES

Prosper Gold Corp. ("Prosper Gold" or the "Company") (TSX VENTURE:PGX.H) is pleased to provide this update regarding its proposed qualifying transaction (the "Qualifying Transaction") with Firesteel Resources Inc. ("Firesteel"), a company incorporated under the laws of Alberta, pursuant to which Prosper Gold may acquire up to an 80% interest in certain mining claims on the Sheslay property (the "Property") located in northwestern British Columbia. The Qualifying Transaction was previously announced in a press release dated May 7, 2013.

Prosper Gold has now received conditional acceptance for the Qualifying Transaction from the TSX Venture Exchange (the "Exchange") and a filing statement (the "Filing Statement") dated August 20, 2013 regarding the Qualifying Transaction has been filed on SEDAR (www.SEDAR.com). Prosper Gold has also filed on SEDAR a National Instrument 43-101 ("NI 43-101") compliant technical report with respect to the Property entitled "National Instrument 43-101 Technical Report on the Sheslay Property: Atlin Mining Division; Northern British Columbia, Canada", written by Linda Caron, M.Sc., P. Eng. and dated May 27, 2013, as revised on July 26, 2013. Ms. Caron is a "qualified person" as defined in NI 43-101 and is independent of Prosper Gold and Firesteel. Excerpts from the technical report are included in the Filing Statement.

Closing of the Qualifying Transaction (the "Closing") is subject to certain conditions, including the final acceptance of the Exchange. The Closing is expected to be on or about August 30, 2013. Trading in the shares of the Resulting Issuer (as defined in Exchange Policy 1.1) is expected to commence two business days after the Closing under the name Prosper Gold Corp. The trading symbol of the Company will be PGX.

There is no individual who directly or indirectly beneficially holds a controlling interest in or who otherwise controls or directs Firesteel.

ON BEHALF OF THE BOARD OF DIRECTORS

Peter Bernier, President, CEO & Chairman

Unless otherwise specified, all dollar amounts used herein refer to the law currency of Canada.

Completion of the transaction is subject to a number of conditions, including but not limited to, final Exchange acceptance. There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the Filing Statement, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

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 closing or completion of the Qualifying Transaction and resumption of trading in the shares of Prosper Gold. Forward-looking statements necessarily involve known and unknown risks, including, without limitation, risks that closing of the Qualifying Transaction may not occur; risks related to the receipt of approval by the Exchange and the completion of the Qualifying Transaction; risks associated with mineral exploration and production; imprecision of reserve estimates; environmental risks; 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; the Company's ability to implement its business strategies; 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.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

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