Mr. Peter Bernier reports

PRESS RELEASE FOR EARLY WARNING REPORT REGARDING PROSPER GOLD CORP.

On July 25, 2024, Peter Bernier (the acquiror), president and chief executive officer of Prosper Gold Corp., purchased 715,000 units of the company through a non-brokered private placement of the company at a price of 12 cents per unit for a total subscription price of $85,800. Each unit consisted of one common share in the capital of the company issued as a flow-through share as defined in the Income Tax Act (Canada) and one-half of one non-transferable common share purchase warrant. Each warrant entitles the acquiror to acquire one common share at the exercise price of 20 cents until the date that is 24 months following the closing date of the offering.

Immediately prior to the offering, the acquiror owned or controlled an aggregate of 5,041,000 common shares, 492,500 stock options and 1.25 million warrants, with each option and warrant entitling the acquiror to purchase one common share, subject to their terms. The 5,041,000 common shares owned or controlled by the acquiror prior to the offering represented 12.35 per cent of the total number of issued and outstanding common shares. If all of the options and warrants held by the acquiror were exercised prior to the offering, the acquiror would own or control an aggregate of 6,783,500 common shares, representing approximately 16.62 per cent of the issued and outstanding common shares on a partially diluted basis.

Immediately following the offering, the acquiror owned or controlled an aggregate of: (i) 5,756,000 shares, representing approximately 12.88 per cent of the issued and outstanding common shares; (ii) 1,607,500 warrants; and (iii) 492,500 options. If all of the options and warrants held by the acquiror were exercised immediately following the offering, the acquiror would own or control an aggregate of 7,926,000 common shares, representing approximately 17.58 per cent of the issued and outstanding common shares on a partially diluted basis.

The units were acquired for investment purposes. Depending on market conditions, the acquiror may, from time to time, acquire additional securities, exercise convertible securities, dispose of some or all of the existing or additional securities or may continue to hold the securities of the company.

This press release is being issued pursuant to the requirements of National Instrument 62-103, The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, of the Canadian Securities Administrators.

The company's head office is located at Suite 1570, 200 Burrard St., Vancouver, B.C., V6C 3L6. For further information and to obtain a copy of the early warning report that will be filed under applicable Canadian securities laws in connection with the transactions hereunder, please contact James Hedalen at james@prospergoldcorp.com or see Prosper's profile on SEDAR+.