Prize Mining Closes First Tranche of Private Placement

/THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/

VANCOUVER, May 27, 2019 - PRIZE MINING CORPORATION (TSX-V: PRZ, Frankfurt: MQSP, OTCQB: PRZFF) (the "Company or "Prize") is pleased to announce that, further to its news release of May 1, 2019, it has closed the first tranche of a non-brokered private placement (the "Offering") of 25,200,000 common shares (the "Shares") at a price of $0.025 per Share for gross proceeds of $630,000.

The Offering is made pursuant to a discretionary waiver of the $0.05 minimum pricing requirement granted by the TSX Venture Exchange (the "Exchange").

All securities issued in connection with the first tranche of the Offering are subject to a statutory hold period expiring on September 28, 2019 in accordance with applicable securities legislation. The Offering is subject to Exchange final acceptance.

The Company intends to complete a second tranche of the Offering in the near future including confirmed support from several current major shareholders. 

One insider of the Company was issued 1,200,000 Shares for gross proceeds of $30,000, which constituted a "related party transaction" within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The issuance to the insider is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as the fair market value of the Shares issued to or the consideration paid by such insider did not exceed 25% of the Company's market capitalization.

About Prize Mining Corporation

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

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful. The securities issued, or to be issued, under the Offering have not been, and will not be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

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Reader Advisory

Forward-Looking Statements. This news release contains forward-looking statements. Forward-looking information is frequently characterized by words such as "plan", "expect", "project", "intend", "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 are based on certain key expectations and assumptions made by Prize. 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.

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.

Neither TSX Venture Exchange nor its Regulations Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

SOURCE Prize Mining Corp.