PRZ Prize Mining Corp

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

VANCOUVER, May 1, 2019 /CNW/ - PRIZE MINING CORPORATION (TSX-V: PRZ, Frankfurt: MQSP, OTCQB: PRZFF)the "Company" or "Prize"), announces that it intends to raise up to $1,500,000 by way of a non-brokered private placement (the "Offering") of up to 60,000,000 common shares (each, a "Share") at a price of $0.025 per Share. The Offering will be made pursuant to a discretionary waiver of the $0.05 minimum pricing requirement granted by the TSX Venture Exchange (the "Exchange").  Subject to certain limitations discussed below, the Offering is open to all existing shareholders of the Company as well as pursuant to other available prospectus exemptions.  The Offering is subject to Exchange final acceptance.

The Offering

The maximum Offering is 60,000,000 Shares for gross proceeds of $1,500,000.  The Offering is not subject to any minimum aggregate subscription.

A finder's fee of cash, shares or finder's warrants, or a combination thereof, may be paid to eligible finders with respect to any portion of the Offering that is not subscribed for by existing shareholders.

Assuming the Offering is fully subscribed, the Company intends to allocate the net proceeds as follows:

Although the Company intends to use the proceeds of the Offering as described above, the actual allocation of net proceeds may vary from the uses set forth above, depending on future operations or unforeseen events or opportunities. If the Offering is not fully subscribed, the Company will apply the proceeds of the Offering to the above uses in priority and in such proportions as the board of directors and management of the Company determine is in the best interests of the Company.

All Shares issued in connection with the Offering will be subject to a four month hold period in accordance with applicable securities laws.

Depending on demand and regulatory requirements, a portion of the Offering may be made in accordance with the provisions of the existing shareholder exemption (the "Existing Shareholder Exemption"). In addition to conducting the Offering pursuant to the Existing Shareholder Exemption, the Offering will also be conducted among close personal friends and business associates of directors and officers of the Company.

The Company has set April 29, 2019 as the record date (the "Record Date") for the purpose of determining shareholders entitled to purchase the Shares. The aggregate acquisition cost to a subscriber under the Existing Shareholder Exemption cannot exceed $15,000 (600,000 Shares) unless that subscriber has obtained advice from a registered investment dealer regarding the suitability of the investment.

If subscriptions received for the Offering based on all available exemptions exceed the maximum Offering amount of $1,500,000, subscriptions will be accepted at the discretion of the Company such that it is possible that a subscription received from a shareholder may not be accepted by the Company if the Offering is over-subscribed. In accordance with the Existing Shareholder Exemption, the Company confirms there is no material fact or material change related to the Company which has not been generally disclosed.

Existing shareholders of the Company are directed to contact the Company for further information concerning subscriptions for Shares pursuant to the Existing Shareholder Exemption, as follows:

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.  There is no assurance that the result of these exploration programs will be successful.  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.  These include, but are not limited to, exploration risks and that required regulatory and third-party approvals and consents are not obtained on terms satisfactory to the parties within the timelines provided.

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 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.

SOURCE Prize Mining Corporation