Prosperity Goldfields Corp.

TSX VENTURE : PPG


Prosperity Goldfields Corp.

November 19, 2012 15:05 ET

Prosperity Goldfields Closes C$3,204,750 Private Placement

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Nov. 19, 2012) -

NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES

Prosperity Goldfields Corp. (the "Company")(TSX VENTURE:PPG), announces that it has closed its private placement (previously announced in its news release of October 26, 2012) and issued an aggregate of 16,125,000 units (15,450,000 flow-through units at $0.20 per unit and 675,000 non-flow-through units at $0.17 per unit) for aggregate gross proceeds of $3,204,750 (the "Offering). Each flow-through unit consists of one flow-through share and one-half of one common share purchase warrant. Each non-flow-through unit consists of one common share and one-half of one common share purchase warrant. Each whole common share purchase warrant entitles the holder to purchase one additional common share on a non-flow-through basis at an exercise price of C$0.28 per common share until May 19, 2014.

The offering was a brokered private placement with a syndicate of agents co-led by Secutor Capital Management Corp. and Marquest Capital Markets (collectively the "Agents"). The Agents, including all members of the selling group, and certain finders, were paid the following aggregate consideration: i) a 7% cash commission; and ii) 1,128,750 compensation options entitling the Agents to purchase an equivalent number of common shares of the Company on a non-flow-through basis. Each compensation option is exercisable to acquire one common share of the Company at a price of $0.20 per common share until May 19, 2014.

All of the units issued under the private placement; the compensation options; and all of the securities issuable upon exercise of the compensation options and common share purchase warrants are subject to statutory and TSX Venture Exchange imposed resale restrictions expiring on March 20, 2013.

The proceeds of the private placement will be used to accelerate the advancement of the Company's exploration and drilling activities on the Company's Kiyuk property this winter and for general working capital.

Additional information about Prosperity and its projects can be viewed on Prosperity's website at www.prosperitygoldfields.com.

ON BEHALF OF THE BOARD OF PROSPERITY GOLDFIELDS CORP.

Adrian Fleming, CEO and director

This press release is not an offer or a solicitation of an offer of securities for sale in the United States. The common shares of Prosperity Goldfields Corp. have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration.

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 news release.

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