Prospero Silver Corp.
TSX VENTURE : PSL

Prospero Silver Corp.

March 21, 2011 11:38 ET

Prospero Silver Corp. Completes Private Placement

VANCOUVER, BRITISH COLUMBIA--(Marketwire - March 21, 2011) -

THIS PRESS RELEASE IS NOT FOR DISTRIBUTION IN THE UNITED STATES OR TO U.S. NEWS AGENCIES

Prospero Silver Corp. (TSX VENTURE:PSL) ("Prospero" or the "Company") announces that it has completed the non-brokered private placement (the "Private Placement") first announced on January 31, 2011 of 5,622,855 units (the "Units") at a price of $0.35 per unit, for gross proceeds of $1,967,999.25.

Each Unit consists of one common share ("Common Share") and one non-transferable share purchase warrant ("Warrant"), with each whole Warrant entitling the holder to purchase one Common Share for a term of 12 months at a price of $0.50 per Common Share. If at any time from four months and one day after the closing of the Private Placement, the volume weighted average trading price of Prospero's common shares on the TSX Venture Exchange over a period of 20 consecutive trading days exceeds $0.75, Prospero may within five days after such event, provide notice to the warrant holders that the Warrants will expire early, namely on the date which is 30 calendar days after the date of such notice to the warrant holders.

In connection with the Private Placement, Prospero entered into finder's fee agreements with arm's length finders pursuant to which Prospero paid cash finder's fees of $112,079.96 and 320,227 finder's warrants (the "Finder's Warrants"), each Finder's Warrant having the same terms as the Private Placement Warrants.

All securities issued under the Private Placement are subject to a four-month hold period and are not tradable in Canada until July 19, 2011.

The net proceeds from the Private Placement will be used for drilling at Prospero's San Luis de Cordero Silver/Copper project; geophysics at its Campana gold project; ongoing drilling at its El Dorado gold project and for general working capital purposes.

About Prospero Silver Corp.:

Prospero is a Canadian resource company with the majority of its staff based in Mexico and who work for its wholly owned subsidiary Minera Fumarola, SA de CV (Fumarola). Prospero's objective is to quickly evaluate the properties currently optioned and focus on bringing one into early production while seeking to expand the mineral potential to its maximum.

Forward-Looking Statement Cautions:

This news release contains certain "forward-looking statements" within the meaning of Canadian securities legislation, relating to the closing of a non-brokered Private Placement. Although the Company believes that such statements are reasonable, it can give no assurance that such expectations will prove to be correct. Forward-looking statements are statements that are not historical facts; they are generally, but not always, identified by the words "expects", "plans", "anticipates", "believes", "intends", "estimates", "projects", "aims", "potential", "goal", "objective", "prospective", and similar expressions, or that events or conditions "will", "would", "may", "can", "could" or "should" occur, or are those statements, which, by their nature, refer to future events. Factors that could cause actual results to differ materially from these forward looking statements include, but are not limited to, variations in the nature, quality and quantity of any mineral deposits that may be located, the Company's inability to obtain any necessary permits, consents or authorizations required for its planned activities, and the Company's inability to raise the necessary capital or to be fully able to implement its business strategies. The reader is referred to the Company's reports, publicly available through the Canadian Securities Administrators' System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com, including the risk factors discussed in Prospero's November 27, 2009 prospectus. Except as required by securities laws and the policies of the TSX Venture Exchange, Prospero disclaims any intention or obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

THIS PRESS RELEASE, REQUIRED BY APPLICABLE CANADIAN LAWS, IS NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.

THE SECURITIES TO BE ISSUED UNDER THE OFFERING HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 (AS AMENDED) OR ANY STATE SECURITIES LAWS, AND UNLESS SO REGISTERED MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE UNITED STATES SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS. THIS PRESS RELEASE IS ISSUED PURSUANT TO RULE 135(C) OF THE UNITED STATES SECURITIES ACT OF 1933 (AS AMENDED) AND DOES NOT CONSTITUTE AN OFFER TO SELL, OR THE SOLICITATION OF AN OFFER TO BUY, NOR SHALL THERE BE ANY SALE OF SECURITIES OF THE COMPANY IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION.

Neither 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.

Contact Information

  • Prospero Silver Corp.
    Warwick Smith
    Director
    604-484-4954