Prosper Gold Corp.
TSX VENTURE : PGX

Prosper Gold Corp.

November 01, 2016 16:15 ET

Prosper Gold Corp. Completes $1.67M Flow-Through Private Placement - Second Drill Mobilized to Ashley Gold Project - Northern Ontario

QUESNEL, BRITISH COLUMBIA--(Marketwired - Nov. 1, 2016) - Prosper Gold Corp. ("Prosper Gold" or the "Company") (TSX VENTURE:PGX) is pleased to announce that a second drill has been mobilized to the Ashley Gold Project (the "Project") in Northern Ontario. The Company has also completed a non-brokered flow-through private placement for gross proceeds of $1,670,324 (the "Private Placement").

The second drill will expand the drilling of the Ashley Gold Project from the original 7,500 meters up to 20,000 meters. This will allow for deep and lateral drilling of the Ashley-Garvey gold systems. The drill program is targeting a potential bulk gold target signalled by the widespread high grade Ashley-Garvey surface veins that may coalesce at depth.

"Two drills are now operating. The most recent private placement will be used to continue drilling the Ashley Gold Project well into 2017," commented Peter Bernier, CEO.

The Private Placement consisted of 4,772,357 units (the "Units") at a price of $0.35 per Unit. Each Unit consisted of one common share of the Company that qualifies as a "flow-through share" for the purposes of the Income Tax Act (Canada) and one-half of one non-transferable non-flow through common share purchase warrant (each whole warrant, a "NFT Warrant"). Each NFT Warrant will entitle the holder thereof to purchase one additional common share of the Company (a "NFT Warrant Share") at an exercise price of $0.55 per NFT Warrant 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 of greater than $0.75 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.

In connection with the Private Placement and in accordance with the policies of the TSX Venture Exchange, finder's fees totaling approximately $107,719.50 in cash were paid and approximately 286,341 common share purchase warrants (each, a "Finder Warrant") were issued. Each Finder Warrant is non-transferable and exercisable for one common share for a period of 36 months following closing at an exercise price equal to $0.55.

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 gross proceeds from the flow-through portion of the Private Placement will be used to fund exploration activities for 2017.

Qualified Person

The scientific and technical information in this news release has been reviewed by Dirk Tempelman-Kluit, PhD, P.Geo., a Qualified Person under National Instrument 43-101.

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

ON BEHALF OF THE BOARD OF DIRECTORS

Peter Bernier
President & CEO

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 planned exploration of the Ashley Gold project and statements with respect to the use of proceeds from the Private Placement, 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, directors or promoters with certain other projects; the absence of dividends; competition; dilution; the volatility of our common 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 Venture Exchange 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 undue certainty to forward-looking statements.

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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