Prosper Gold Corp — Capital/Financing Update 2020

Oct 14, 2020

Form 51–102F3 MATERIAL CHANGE REPORT

Item 1. Name and Address of Company

Prosper Gold Corp. (“ Prosper Gold ” or the “ Company ”) 2300 – 1177 West Hastings Street Vancouver, B.C., Canada V6E 2K3 Phone: (604) 638-3663

Item 2. Date of Material Change October 14, 2020 Item 3. News Release

The news release announcing this material change was disseminated via GlobeNewswire on October 14, 2020.

Item 4. Summary of Material Change

On October 14, 2020, Prosper Gold completed a non-brokered private placement financing of $3,020,000.50 (the “Private Placement”), through the issuance of 5,490,910 units of the Company (the “Units”) at a price of $0.55 per Unit.

Item 5. 5.1 - Full Description of Material Change

On October 14, 2020, Prosper Gold completed a non-brokered private placement financing of $3,020,000.50 through the issuance of 5,490,910 units of the Company at a price of $0.55 per Unit.

Each Unit issued under the Private Placement consists of one common share ("Prosper Share") and one common share purchase warrant (a "Warrant") with each Warrant exercisable to acquire one Prosper Share for a period of 24 months at an exercise price equal to $0.85.

In connection with the Private Placement and in accordance with the policies of the TSX Venture Exchange, finder's fees totaling $101,320 in cash were paid and 104,398 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 $0.85.

Prosper Gold expects to use the net proceeds from the Private Placement to fund exploration activities at the Company's 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.

5.2 Disclosure of Restructuring Transactions

N/A

Item 6. Reliance on subsection 7.1(2) or (3) of National Instrument 51–102

N/A Item 7. Omitted Information N/A Item 8. Executive Officers

The following senior officer of the Company is knowledgeable about the material change and the Report and may be contacted: Peter Bernier, President Phone: (250) 316-6644

Item 9. Date of Report

DATED at Vancouver, British Columbia, this 14th day of October, 2020.