Prosper Gold Corp. Closes Second Tranche of Private Placement
November 18 2022 - 3:15PM
Prosper Gold Corp. ("
Prosper Gold" or the
"
Company") (TSXV:PGX) announces that it has closed
a $966,000 second tranche of its previously announced non-brokered
private placement of up to $2,000,000 of hard dollar units
(“
HD Units”) and flow-through units (“
FT
Units”) of the Company (the “
Financing”).
The second tranche consisted of (i) 2,155,000 HD
Units at a price of $0.20 per HD Unit and (ii) 2,140,000 FT Units
at a price of $0.25 per FT Unit, for aggregate gross proceeds to
the Company of $966,000 (the “Second Tranche”).
Each HD Unit consists of one common share of the Company (a
“Common Share”) and one common share purchase
warrant (a “HD Warrant”). Each HD
Warrant entitles the holder to acquire one Common Share at a price
of $0.30 for a period of 24 months following the closing date. Each
FT Unit consists of one Common Share that qualifies as a
“flow-through share” for the purposes of the Income Tax Act
(Canada) (a “FT Share”) and one–half of one
non-transferable non-flow through common share purchase warrant
(each whole warrant, a “NFT Warrant” and together
with the HD Warrants, the “Warrants”). Each whole
NFT Warrant entitles the holder thereof to purchase one Common
Share at an exercise price of $0.30 per Common Share for a period
of 24 months following the closing date.
In the event that the Common Shares trade at a
closing price on the TSX Venture Exchange (the
“TSX-V”) of greater than $0.80 per common share
for a period of 20 consecutive trading days at any time after the
closing date, Prosper Gold may accelerate the expiry date of the
Warrants by giving notice to the holders thereof and in such case
the Warrants will expire on the 30th day after the date on which
such notice is given by Prosper Gold (the “Acceleration
Trigger”).
In connection with the Second Tranche and in
accordance with the policies of the TSX-V, finder's fees totaling
approximately $52,300 in cash were paid and approximately 217,800
common share purchase warrants (each, a "Finder
Warrant") were issued. Each Finder Warrant is
non-transferable and exercisable for one Prosper Share for a period
of 24 months following closing at an exercise price equal to $0.30.
The Finder Warrants terms contain the same Acceleration Trigger as
the Warrants.
Prosper Gold expects to use the net proceeds
from the Financing to fund exploration activities at the Golden
Sidewalk Project and for working capital and general corporate
purposes.
All securities issued pursuant to the Financing
will be subject to a four month and one day hold period in
accordance with applicable securities laws. The securities
described herein have not been, and will not be, registered under
the United States Securities Act of 1933, as amended, and were not
permitted to be offered or sold within the United States absent
registration or an applicable exemption from the registration
requirements of such Act.
For a detailed overview of Prosper Gold please
visit
www.ProsperGoldCorp.com ON
BEHALF OF THE BOARD OF DIRECTORS
Per: “Peter
Bernier” Peter
BernierPresident & CEO
For further information, please contact:
Peter BernierPresident & CEOProsper Gold
Corp.Cell: (250) 316-6644Email: Pete@ProsperGoldCorp.com
Unless otherwise specified, all dollar amounts
used herein refer to the law currency of Canada.
Certain information in this news release
constitutes forward-looking statements under applicable securities
law. Any statements that are contained in this news release that
are not statements of historical fact may be deemed to be
forward-looking statements. Forward-looking statements are often
identified by terms such as “may”, “should”, “anticipate”,
“expect”, “intend” and similar expressions. Forward-looking
statements in this news release include, but are not limited to,
statements with respect to the use of proceeds from the Financing
and the exercise of the Warrants. Forward-looking statements
necessarily involve known and unknown risks, including, without
limitation, the Company’s ability to implement its business
strategies; risks associated with mineral exploration and
production; risks associated with general economic conditions;
adverse industry events; marketing and transportation costs; loss
of markets; volatility of commodity prices; inability to access
sufficient capital from internal and external sources, and/or
inability to access sufficient capital on favourable terms;
industry and government regulation; changes in legislation, income
tax and regulatory matters; competition; currency and interest rate
fluctuations; and other risks. Readers are cautioned that the
foregoing list is not exhaustive.
Readers are further cautioned not to place undue
reliance on forward-looking statements as there can be no assurance
that the plans, intentions or expectations upon which they are
placed will occur. Such information, although considered reasonable
by management at the time of preparation, may prove to be incorrect
and actual results may differ materially from those anticipated.
Forward-looking statements contained in this news release are
expressly qualified by this cautionary statement.
The forward-looking statements contained in this
news release represent the expectations of the Company as of the
date of this news release, and, accordingly, are subject to change
after such date. The Company does not undertake any obligation to
update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise, except as
expressly required by applicable securities law.
Neither the TSX-V nor its Regulation Services
Provider (as that term is defined in the policies of the TSX-V)
accepts responsibility for the adequacy or accuracy of this
release.
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