Prosper Gold Corp.
TSX VENTURE : PGX.H

Prosper Gold Corp.

August 06, 2013 15:07 ET

Prosper Gold Provides Financing Update

QUESNEL, BRITISH COLUMBIA--(Marketwired - Aug. 6, 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) announces that further to its news releases dated May 7 and July 18, 2013, the Company will be adding a "flow-through" common share component to its previously announced non-brokered private placement (the "Private Placement"). The Private Placement now provides for the issuance of up to $2.0 million of units of the Company (the "Units") at a price of $0.35 per Unit and up to $500,000 of "flow-through" shares of the Company (the "FT Shares") at a price of $0.40 per FT Share for gross proceeds of up to $2,500,000.

Each Unit will consist of one common share and one-half of one common share purchase warrant (each whole warrant, a "Warrant"). Each Warrant shall be exercisable to acquire one common share for a period of 24 months at an exercise price equal to $0.60. In the event that Prosper Gold's common shares trade at a closing price on the TSX Venture Exchange of greater than $0.80 per share for a period of twenty 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 financing will be non-brokered; however, the Company may pay finder's fees in accordance in the rules and policies of the TSX Venture Exchange (the "TSX-V"). The financing is subject to the approval of the TSX-V.

The Company may, at any time prior to the closing of the Private Placement, increase the size of the Private Placement by up to an additional $2.5 million (in aggregate) by issuing up to an additional $1.0 million of Units and up to an additional $1.5 million of FT Shares on the same terms and at the same price as the Units and FT Shares sold under the Private Placement.

The Private Placement is being conducted concurrently with the Company's proposed qualifying transaction under Policy 2.4 of the TSX-V. For avoidance of any doubt, the flow-through portion of the Private Placement does not include the issuance of any warrants of the Company.

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

ON BEHALF OF THE BOARD OF DIRECTORS

Peter Bernier, President, CEO & Chairman

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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