Prosper Gold Corp. Acquires Red Lake Projects - Seite 3

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