Press Release for Early Warning Report Regarding Prosper Gold Corp.

/EIN News/ -- VANCOUVER, British Columbia, April 03, 2025 (GLOBE NEWSWIRE) -- Peter Bernier, President and Chief Executive Officer of Prosper Gold Corp. (“Prosper” or the “Company”), announced that on April 2, 2025, Mr. Bernier (the “Acquiror”) purchased 4,000,000 common shares of the Company issued as “flow-through shares” (as defined in the Income Tax Act (Canada)) (the “FT Shares”) through a non-brokered private placement of the Company (the “Offering”) at a price of $0.10 per FT Share for a total subscription price of $400,000.

Immediately prior to the Offering, the Acquiror owned or controlled an aggregate of 5,756,000 Common Shares, 492,500 stock options (“Options”) and 1,357,500 Warrants, with each Option and Warrant entitling the Acquiror to purchase one Common Share, subject to their terms. The 5,756,000 Common Shares owned or controlled by the Acquiror prior to the Offering represented 10.14% 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 7,606,000 Common Shares, representing approximately 13.40% 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) 9,756,000 Shares representing approximately 15.73% of the issued and outstanding Common Shares; (ii) 1,357,500 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 11,606,000 Common Shares, representing approximately 18.17% of the issued and outstanding Common Shares on a partially diluted basis.

The FT Shares 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 1570-200 Burrard Street, Vancouver, British Columbia, 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 the SEDAR+ website www.sedarplus.ca. For further information regarding the Acquiror, please contact:

Peter Bernier
5849 Dale Avenue
Summerland, BC
Canada, V9H 1Z9
Telephone: (250) 316-6644