Vancouver, British Columbia – December 22, 2020 – Prosper Gold Corp. (“Prosper Gold” or the “Company”) (TSXV:PGX) announces that it has completed a non-brokered private placement of 6,111,111 units of the Company (the “Units”) at a price of $0.90 per Unit for gross proceeds to the Company of $5,499,999.90 (the “Offering”).

“Prosper Gold now has over seven-and-a-half million dollars in the treasury with less than twenty million shares issued,” commented Peter Bernier, CEO. “The recently announced till sampling results at the Golden Corridor generated significant interest from a number of quality investor groups including Sprott Global Resource Investment Ltd., Crescat Capital, and Plethora Precious Metals Fund who share our enthusiasm for the Golden Sidewalk Project. The Company is extremely excited to hit the ground running in 2021.”

Each Unit consists of one common share of the Company (a “Common Share”) and one-half of one common share purchase warrant (each whole common share purchase warrant, a “Warrant”). Each Warrant entitles the holder to acquire one common share of the Company at a price of $1.35 until the date that is 24 months following completion of the Offering.

In the event that Prosper Gold’s common shares trade at a closing price on the TSX Venture Exchange (the “TSX-V”) of greater than $1.80 per common share for a period of 20 consecutive trading days at any time after the closing date of the Offering, 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 Offering and in accordance with the policies of the TSX-V, finder’s fees totaling approximately $134,385.12 in cash were paid and 149,316 common share purchase warrants (each, a “Finder Warrant”) were issued. Each Finder Warrant is non-transferable and exercisable for one Common Share for a period of 24 months following closing of the Offering at an exercise price equal to $1.35. The Finder Warrants’ terms contain the same Acceleration Trigger as the Warrants.

Prosper Gold expects to use the net proceeds from the Offering to fund activities at the Golden Sidewalk Project and for working capital and general corporate purposes.

All securities issued pursuant to the Private Placement 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 visit www.ProsperGoldCorp.com <https://prospergoldcorp.us4.list-manage.com/track/click?u=b7d4e87f28ac290a7ae3342da&id=dbccef1ba0&e=7602d2dd98>

About the Golden Sidewalk

The Golden Sidewalk is a district-scale gold exploration project covering over 160 square kilometres of contiguous mineral claims and mining leases (see the Company’s Aug. 10, Sept. 8, and Sept. 15, 2020 news releases for details) in the western Birch-Uchi Greenstone Belt, approximately 60 km east of Red Lake, Ontario. The vehicle-accessible project straddles 12 kilometres of the Balmer Assemblage – Narrow Lake Assemblage unconformity, a regional-scale feature that has been the Red Lake exploration guide, but which has seen limited exploration in the project area. The recently identified “Golden Corridor” lies immediately north of the unconformity in the western portion of the property and is characterized as a highly prospective, greater than 5-kilometre trend of coincident favourable magnetic and resistivity lineaments supported by highly anomalous gold-in-till samples covering 3,300 by 500 metres. Historical drilling programs at the Bathurst Mine, Joe Vein, KT vein, Dunkin and Vihonen prospects reported high-grade gold intercepts which warrant follow-up.

ON BEHALF OF THE BOARD OF DIRECTORS

Per: “Peter Bernier”

Peter Bernier

President & CEO

For further information, please contact:

Peter Bernier

President & CEO

Cell: (250) 316-6644 Email: Pete@ProsperGoldCorp.com