PGX Prosper Gold Corp

Peter Bernier, President and Chief Executive Officer of Prosper Gold Corp. (TSXV:PGX) (“Prosper” or the “Company”), announced that on November 8, 2023, Mr. Bernier (the “Acquiror”) purchased, through his wholly owned company Carnivore Capital Corp. (the “Carnivore”), 638,336 common shares (the “Purchased Shares”) in the capital of the Company at a price of $0.11 per Purchased Share for an aggregate purchase price of $70,216.96 (the “Acquisition”). The Purchased Shares were acquired by Carnivore through the facilities of the TSX Venture Exchange.

Prior to the Acquisition, the Acquiror owned or controlled an aggregate of 3,057,664 common shares in the capital of the Company (“Common Shares”), 562,500 stock options (“Options”), 250,000 warrants (“Warrants”) and 450,000 restricted share units (“RSUs” and together with Options and Warrants, “Convertible Securities”), with each Convertible Security entitling the holder to purchase one Common Share per Convertible Security, subject to its terms. The 3,057,664 Common Shares owned or controlled by the Acquiror prior to the Acquisition represented 9.49% of the total number of issued and outstanding Common Shares. If all of the Convertible Securities held by the Acquiror were exercised prior to the Acquisition, the Acquiror would own or control an aggregate of 4,320,164 Common Shares, representing approximately 12.91% of the issued and outstanding Common Shares on a partially diluted basis.

Immediately following the Acquisition, the Acquiror owned or controlled an aggregate of (i) 3,696,000 Shares representing approximately 11.47% of the Company’s issued and outstanding Common Shares; (ii) 250,000 Warrants; (iii) 562,500 Options and (iv) 450,000 RSUs. If all of the Convertible Securities held by the Acquiror were exercised immediately following the Acquisition, the Acquiror would own or control an aggregate of 4,958,500 Common Shares, representing approximately 14.81% of the issued and outstanding Common Shares on a partially diluted basis.

The Purchased Shares were acquired for investment purposes. Depending on market conditions, the Acquiror may, from time to time, acquire additional securities, exercise convertible securities, dispose of some or all of the existing or additional securities or may continue to hold the securities of the Company.

This press release is being issued pursuant to the requirements of National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues of the Canadian Securities Administrators.

The Company’s head office is located at 2710-200 Granville Street, Vancouver, British Columbia, V6C 1S3. For further information and to obtain a copy of the early warning report that will be filed under applicable Canadian securities laws in connection with the transactions hereunder, please contact James Hedalen at james@prospergoldcorp.com or see Prosper’s profile on the SEDAR+ website www.sedarplus.ca. For further information regarding the Acquiror, please contact:

Peter Bernier5849 Dale AvenueSummerland, BCCanada, V9H 1Z9Telephone: (250) 316-6644