Prosper Gold Corp.

TSX VENTURE : PGX


Prosper Gold Corp.

March 10, 2014 09:16 ET

Prosper Gold Corp. Announces Private Placement; Provides Corporate Update

QUESNEL, BRITISH COLUMBIA--(Marketwired - March 10, 2014) - Prosper Gold Corp. ("Prosper Gold" or the "Company") (TSX VENTURE:PGX) announces a non-brokered private placement financing of up to $4.0 million (the "Private Placement"), through the issuance of units of the Company (the "Units") at a price of $0.50 per Unit. Each Unit will consist of one common share and one-half of one transferable common share purchase warrant (each whole warrant, a "Warrant") with each Warrant exercisable by the holder into one common share of the Company at a price of $0.75 per share for a period of 36 months from the closing date. In the event that Prosper Gold's common shares trade at a closing price on the TSX Venture Exchange (the "TSX-V") of greater than $1.00 per common share for a period of 20 consecutive trading days at any time after the closing date of the Private Placement, Prosper may accelerate the expiry 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 Private Placement will be non-brokered; however, the Company may pay finder's fees in accordance in the rules and policies of the TSX-V. The financing is subject to the approval of the TSX-V.

All securities issued pursuant to this Private Placement will be subject to a four month and one day hold period in accordance with applicable securities laws. The closing date for the Private Placement is scheduled to occur on or about April 11, 2014. The net proceeds from the Private Placement will be used to fund exploration activities for 2014 at the Company's Sheslay Porphyry Copper Gold Project (the "Property") and for working capital and general corporate purposes. The Property is optioned from Firesteel Resources Inc. (May 7, 2013 news release).

Corporate Update

The Company also announces that it has appointed Mr. Thomas J. Obradovich as Senior Advisor to the Board. With more than 30 years' experience in mining exploration, development and financing he was one of the key players behind Aurelian Resources Inc. which discovered the Fruta Del Norte gold deposit in Ecuador and also co-founded Canadian Royalties Inc. which discovered and developed the Raglan south nickel belt. He acquired most of the Matachewan gold camp and through a reverse takeover of Young-Davidson Mines Ltd., upgraded and doubled the resource which was subsequently acquired by Northgate Minerals in 2005. Tom is a graduate of the Haileybury School of Mines in mining technology and advanced field geophysics.

For a detailed overview of Prosper Gold please visit www.ProsperGoldCorp.com.

ON BEHALF OF THE BOARD OF DIRECTORS

Peter Bernier, President & CEO

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 Private Placement and the anticipated closing date of the Private Placement. 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 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 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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