Prosper Gold Corp. (TSX-V:PGX) announces that it has closed a $966,000 second tranche of its previously announced non-brokered private placement of up to $2,000,000 of hard dollar units and flow-through units of the Company.

The second tranche consisted of (i) 2,155,000 HD Units at a price of $0.20 per HD Unit and (ii) 2,140,000 FT Units at a price of $0.25 per FT Unit, for aggregate gross proceeds to the Company of $966,000. Each HD Unit consists of one common share of the Company and one common share purchase warrant. Each HD Warrant entitles the holder to acquire one Common Share at a price of $0.30 for a period of 24 months following the closing date. Each FT Unit consists of one Common Share 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 NFT Warrant entitles the holder thereof to purchase one Common Share at an exercise price of $0.30 per Common Share for a period of 24 months following the closing date.

In the event that the Common Shares trade at a closing price on the TSX Venture Exchange of greater than $0.80 per common share for a period of 20 consecutive trading days at any time after the closing date, Prosper Gold 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 30^th day after the date on which such notice is given by Prosper Gold.

In connection with the Second Tranche and in accordance with the policies of the TSX-V, finder’s fees totaling approximately $52,300 in cash were paid and approximately 217,800 common share purchase warrants were issued. Each Finder Warrant is non-transferable and exercisable for one Prosper Share for a period of 24 months following closing at an exercise price equal to $0.30. The Finder Warrants terms contain the same Acceleration Trigger as the Warrants.

Prosper Gold expects to use the net proceeds from the Financing to fund exploration activities at the Golden Sidewalk Project and for working capital and general corporate purposes.

All securities issued pursuant to the Financing will be subject to a four month and one day hold period in accordance with applicable securities laws. The securities described herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended, and were not permitted to be offered or sold within the United States absent registration or an applicable exemption from the registration requirements of such Act.