Mr. Peter Bernier reports

PROSPER GOLD CORP. CLOSES FIRST TRANCHE OF PRIVATE PLACEMENT

Prosper Gold Corp. has closed the first tranche of a non-brokered private placement of: (i) units; and (ii) common shares of the company that qualify as flow-through shares for purposes of the Income Tax Act (Canada).

The first tranche consisted of (i) 2.52 million units at a price of 10 cents per unit; and (ii) 3.4 million FT shares at a price of 15 cents per FT share for gross proceeds to the company of $762,000. Each unit consists of one common share of the company and one common share purchase warrant. Each warrant entitles the holder to acquire one common share at an exercise price of 20 cents for a period of 36 months following the closing date.

The company paid an aggregate of $12,100 in cash and issued an aggregate of 84,750 common share purchase warrants to finders in connection with the closing of the first tranche. Each broker warrant is non-transferable and exercisable for one common share for a period of 36 months following closing at the exercise price.

The company expects to close the second tranche of the financing during the week of Nov. 27, 2023, for aggregate gross proceeds under the financing of up to $1-million.

Prosper Gold expects to use the net proceeds from the financing to finance exploration activities at the company's Golden Sidewalk project and for working capital and general corporate purposes.

The financing involves related parties (as such term is defined under Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions)) and therefore constitutes a related-party transaction under MI 61-101. This transaction is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 pursuant to sections 5.5(a) and 5.7(a) of MI 61-101 as the fair market value of the securities to be distributed and the consideration to be received for the securities under the financing do not exceed 25 per cent of the company's market capitalization.

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.

We seek Safe Harbor.