Prize Mining Announces Amended Terms of Non-Brokered Private Placement and Major Lead Orders

/NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/

CALGARY, June 21, 2018 /CNW/ - PRIZE MINING CORPORATION ("Prize" or the "Company") (TSXV: PRZ) (OTCQB: PRZFF) (MQSP:GR:FRANKFURT) is pleased to announce amended terms for its recently announced (see press release on May 9, 2018) non-brokered private placement (the "Offering").

In response to commitments from several investors to purchase securities of the Company in the aggregate amount of $6.5 million, the Company has decided to increase the size of the Offering to a maximum amount of $8 million and to amend the terms of the units ("Units") of the Company to be sold under the Offering.  The Offering will now consist of the sale of up to 53,333,333 Units at a price of $0.15 per Unit. The size of the Offering may be further increased at the discretion of the Company due to market demand.  

Each Unit will now consist of one common share of the Company (a "Common Share") and one-half of one non-transferable share purchase warrant (a "Warrant"), with each full Warrant entitling the holder thereof to acquire one Common Share at a price of $0.25 per Common Share for a period of twelve months following the closing of the Offering. In the event the closing price of the Common Shares on the TSX Venture Exchange exceeds $0.45 per share for 30 consecutive trading days (whether or not a trade occurs on one or more of such days) at any time, the Warrants will expire and terminate on the 30th day (including non-trading days) after the date on which notice thereof from the Company has been given to warrantholders. The Warrants issued in the Offering will not be listed for trading.  

An initial closing of the Offering is expected to occur on or before June 26, 2018 for minimum proceeds of $6.5 million.

The net proceeds of the Offering will be used by the Company for:

1. Marketing, advertising and Investor Relations activities
2. Corporate Development and M&A financial advisory services
3. Drilling, geological, engineering and metallurgical investigations and associated consulting services on the Manto Negro Copper Project located in Coahuila State, Mexico
4. Property payments/leases/option payments, and
5. Corporate General and Administrative expenses.

As noted, the primary exploration program considered here will be focused on the Manto Negro high grade copper-silver deposit in Coahuila State, northeastern Mexico. The program will include approximately 2,000 meters of diamond drilling, surface exploration, mapping and associated site infrastructure development. The goal of this work will be to better understand the resource potential, grade consistency, metallurgical recovery and future mine development characteristics of specific areas within the 18,000 hectare Manto Negro property area owned by Prize. Of the funds raised, $5.5 million will be directed towards activities 1 and 2 listed above and the balance of the net proceeds allocated to the exploration program, property payments and corporate general and administrative expenses (G and A).       

Conditional approval for the Offering has been provided by the TSX Venture Exchange.  Final closing of the Offering is subject to receipt of applicable regulatory approvals including approval of the TSX Venture Exchange. The securities issued will be subject to a standard four month hold period.  Prize may pay commissions or finders fees to registered dealers or other persons entitled to receive commissions under applicable laws on the sale of the Units.

About Prize Mining

Prize is a junior mining issuer listed on the TSX Venture Exchange.  Prize is focused on the exploration and development of the high grade Manto Negro Copper Property in Mexico and the Kena Gold Property in BC.  Find out more at: www.prizemining.com

Follow Prize Mining Corp. on Facebook;

Follow Prize Mining Corp. on Twitter

Follow Prize Mining Corp. on LinkedIn

Reader Advisory

Forward-Looking Statements. This press release contains forward-looking statements and information. More particularly, this document contains statements and information concerning the closing of the private placement and the use of proceeds from the private placement. Forward-looking information is frequently characterized by words such as "plan", "expect", "project", "intend", "will", "believe", "anticipate", "estimate", "scheduled", "potential", or other similar words, or statements that certain events or conditions "may", "should" or "could" occur.

The forward-looking statements and information are based on certain key expectations and assumptions made by Prize, including expectations and assumptions concerning timing of receipt of required regulatory approval, the completion of the private placement and the use of proceeds from the private placement. Although Prize believes that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because Prize can give no assurance that they will prove to be correct. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to, risks that required regulatory approvals are not obtained and that the private placement is not completed due to other closing conditions not being satisfied. There is no certainty that the private placement will be completed.

The reader is cautioned that assumptions used in the preparation of such information, although considered reasonable by the Company at the time of preparation, may prove to be incorrect and readers are cautioned not to place undue reliance on forward-looking information, which speaks only as of the date hereof. The Company does not undertake any obligation to release publicly any revisions to forward-looking information contained herein to reflect events or circumstances that occur after the date hereof or to reflect the occurrence of unanticipated events, except as may be required under applicable securities laws.

Not a U.S. Offering. This press release does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "1933 Act") or any applicable securities laws of any state of the United States and may not be offered or sold in the United States, or to, or for the account or benefit of a U.S. person (as defined in Regulation S 2 under the 1933 Act) unless registered or pursuant to an available exemption from such registration requirements.

Neither the 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.

SOURCE Prize Mining Corp.