Prosper Gold Corp. Acquires Red Lake Projects

VANCOUVER, Aug. 10, 2020 - Prosper Gold Corp. (“Prosper Gold” or the “Company”) (TSXV: PGX) is pleased to announce that it has entered into a definitive agreement (the “Option Agreement”) with Sabina Gold & Silver Corp. (“Sabina”) (TSX:SBB), whereby Sabina has granted the Company the option to acquire a 100% interest in the Golden Sidewalk and Skinner gold properties, consisting of approximately 3,000 hectares of mineral claims, leases, and patents, (collectively, the “Properties”) in the Red Lake mining district of Ontario. The Properties are located within the Birch-Uchi greenstone belt approximately 70 km (44 miles) east of Red Lake.

“We are excited to begin work in Red Lake district,” said Peter Bernier, President & Chief Executive Officer. “The Golden Sidewalk and Skinner gold properties offer a favorable geological setting, with anomalous gold mineralization being encountered in till samples, outcrops, trenches and historic drill holes. The area contains all the correct attributes for economic gold deposits in the Red Lake District. Our exploration teams will be on the ground immediately and we will provide an exploration update in the coming weeks.”

Golden Sidewalk (12 mineral leases & patents)

Gold was first discovered on this property in 1926. The discovery was called the “Golden Sidewalk” on the early maps, where it was described as a white granular quartz vein 11 feet (3.35m) wide where exposed and was observed to contain an abundance of coarse gold. The Bathurst Mine was developed in 1929 with a 61 m shaft and two levels with about 900 m of drifting and cross cuts. A total of 149 oz of gold and 50 oz of silver were produced in 1929 and the Bathurst Mine saw intermittent production until 1937.

High-grade gold samples have been collected in a northeast trending area about 1500 m long near the Bathurst Mine. In September of 2004, Sabina prospected the property and discovered two new gold zones. Grab sampling returned extremely high gold grades, approximately 800 m southwest of the Bathurst Mine, from what has been called the “Joe Vein”. The Joe Vein was traced for about 30 meters before disappearing under overburden and swamp. The Joe Vein channel sampling returned assay intercepts of up to 73.09 g/t gold (2.35 oz/t gold) over 2.4m on surface and remains open at both ends. Assays returned from grab samples ran as high as 3,742.55 g/t gold (109.17 oz/t gold).

Twenty-three holes totaling 2,472 meters were drilled in March 2008. Drilling intersected gold mineralization in the primary target "Bathurst Mine Horizon" and discovered a second horizon with high-grade gold mineralization, including 45.96 g/t gold (1.34 oz/t gold) over 1.70 meters 420m west of the Bathurst Mine. The diamond drilling of the "Bathurst Mine Horizon" and the new "Upper Bathurst Mine Horizon" confirmed the presence of multiple gold bearing structures with further potential along strike and at depth.

Skinner Project (146 Mineral Claims)

The Skinner project is adjacent to and south of the Golden Sidewalk. Gold was discovered there by Thomas Dunkin in 1926. Dunkin Gold Mines was incorporated in 1928 and a 271-foot (83m) shaft was sunk to follow-up on the high-grade gold veining observed on surface. No production was reported. Other high-grade gold occurrences on the claims include the Dunkin II (grab samples up to 73 g/t gold) and Vihonen (grab samples up to 182 g/t gold).

In 1993, the Geological Survey of Canada released results from a basal till sampling program performed in the Red Lake area (Open File 2583, 1993 by D.R. Sharpe). Follow-up work traced the survey findings up ice towards magnetic anomalies located at or near the Balmer/Confederation Assemblage contact. The gold grains are less rounded and mechanically worn (more pristine), which can reflect a local source. In summer and fall 2003, Teck carried out extensive exploration including a detailed airborne magnetometer survey, aerial photography, geological mapping and rock sampling, rock geochemical survey, and till sampling. (refer to Figure 1.)

Teck’s till sampling identified many samples with pristine gold grains in a down-ice dispersal zone measuring 5km wide 3 km long area concentrated along a regional unconformity. More detailed till sampling and a reconnaissance induced polarization (“IP”) survey were recommended to define follow-up drill targets.

Figure 1. Golden Sidewalk / Skinner Gold property geological plan showing claim boundaries and associated historical till and rock sample assay results is available at https://www.globenewswire.com/NewsRoom/AttachmentNg/54e5a908-873c-4c62-a680-4108fd5d6def

Key Terms of Option Agreement

The Option Agreement on the Properties calls for the Company to pay $50,000 cash, issue up to 1,500,000 Prosper Gold shares (on a post-consolidation basis (see “Corporate Update” below)), and for work expenditures totaling $2,600,000 over 4 years in order for the Company to earn a 100% interest in the Properties. Details of the Option Agreement will be available on the Company’s SEDAR profile at www.sedar.com.

The transactions contemplated by the Option Agreement, including the issuance of Prosper Gold shares thereunder, are subject to the approval of the TSX Venture Exchange. Any Prosper Gold shares issued under the Option Agreement will be subject to a hold period of four months and a day.

Corporate Update

The Company also announces that its Board of Directors has approved a consolidation (the “Consolidation”) of the common shares in the capital of the Company (the “Common Shares”) at a ratio of ten pre-Consolidation Common Shares (the “Existing Shares”) for one post-Consolidation Common Share (the “Consolidated Shares”). Subject to the approval of the TSX Venture Exchange, the Company anticipates that the Consolidation will take effect on or around August 31, 2020, and the Consolidated Shares will subsequently begin trading on a consolidated basis under the existing trading symbol.

As a result of the Consolidation, each ten Existing Shares outstanding will automatically combine into one Consolidated Share without any action on the part of the holders, and the number of outstanding Common Shares will be reduced from approximately 80,558,916 Common Shares to approximately 8,055,891 Common Shares. The Consolidation will also apply to Common Shares issuable upon the exercise of the Company’s outstanding stock options and warrants. No fractional shares will be issued as a result of the Consolidation. In the event a shareholder would otherwise be entitled to receive a fractional share from the Consolidation, the number of Consolidated Shares to be received by such shareholder shall be rounded up to the next greater whole number of Common Shares if the fractional entitlement is equal to or greater than 0.5 and shall, without any additional compensation, be rounded down to the next lesser whole number of Common Shares if the fractional entitlement is less than 0.5.

The Company’s transfer agent, Computershare Investor Services Inc. (“Computershare”), will act as exchange agent for the Consolidation. Shareholders owning shares via a bank, broker or other nominee will have their positions automatically adjusted to reflect the Consolidation and will not be required to take further action in connection with the Consolidation, subject to brokers’ particular processes. Letters of transmittal will be sent to the registered holders of Existing Shares. The letters of transmittal will contain instructions on how to surrender Existing Share certificate(s) representing the Existing Shares to Computershare. Computershare will forward to each registered shareholder who has sent the required documents a new Consolidated Share certificate representing the number of Consolidated Shares to which the shareholder is entitled

Qualified Person

The scientific and technical information in this news release has been reviewed by Dr. Dirk Tempelman-Kluit, PhD, P.Geo., a Qualified Person under National Instrument 43-101. The drilling results contained in this release were completed by previous operators of the Properties. Although the Company was not involved in the original work in respect of these drilling results, proper industry data verification procedures appear to have been followed.

For a detailed overview of Prosper Gold please visit www.ProsperGoldCorp.com

ON BEHALF OF THE BOARD OF DIRECTORS

For further information, please contact:

Peter Bernier
President & CEO
Prosper Gold Corp.
Cell (250) 316-6644
Email: Pete@ProsperGoldCorp.com

Information set forth in this news release may involve forward-looking statements under applicable securities laws. Forward-looking statements are statements that relate to future, not past, events. In this context, forward-looking statements often address expected future business and financial performance, and often contain words such as "anticipate", "believe", "plan", "estimate", "expect", and "intend", statements that an action or event "may", "might", "could", "should", or "will" be taken or occur, or other similar expressions. All statements, other than statements of historical fact, included herein including, without limitation; statements about the terms of the Option Agreement, exploration potential of the Properties and the planned exploration of the Properties are forward-looking statements. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the following risks: the need for additional financing; the Company’s ability to satisfy conditions precedent under the Option Agreement; operational risks associated with mineral exploration; fluctuations in commodity prices; title matters; environmental liability claims and insurance; reliance on key personnel; the potential for conflicts of interest among certain officers, directors or promoters with certain other projects; the absence of dividends; competition; dilution; the volatility of our common share price and volume and the additional risks identified the management discussion and analysis section of our interim and most recent annual financial statement or other reports and filings with the TSX Venture Exchange and applicable Canadian securities regulations. Forward-looking statements are made based on management's beliefs, estimates and opinions on the date that statements are made and the Company undertakes no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change, except as required by applicable securities laws. Investors are cautioned against attributing undue certainty to forward-looking statements.

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.