Prosper Gold Corp — Capital/Financing Update 2020

Sep 9, 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 September 9[th] , 2020 Item 3. News Release

The news release announcing this material change was disseminated via Marketwire on September 9[th] , 2020.

Item 4. Summary of Material Change

Prosper Gold Corp. announces a non-brokered private placement financing of up to $5,000,000 (the “ Private Placement ”), through the issuance of units of the Company (the “ Units ”) at a price of $0.55 per Unit. Each Unit will consist of one common share and one transferable common share purchase warrant (a “ Warrant ”).

Item 5. 5.1 - Full Description of Material Change

Prosper Gold Corp. announces a non-brokered private placement financing of up to $5,000,000 (the “ Private Placement ”), through the issuance of units of the Company (the “ Units ”) at a price of $0.55 per Unit. Each Unit will consist of one common share and one transferable common share purchase warrant (a “ Warrant ”) with each Warrant exercisable by the holder into one common share of the Company at a price of $0.85 per share for a period of 24 months from the closing date.

The Private Placement will be non-brokered; however, the Company may pay finder’s fees in accordance in the rules and policies of the TSX-V. The financing is subject to the approval of the TSX-V.

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 9[th] day of September, 2020.