Prosper Gold Corp — Capital/Financing Update 2022

Nov 2, 2022

Form 51-102F3 MATERIAL CHANGE REPORT

Item 1. Name and Address of Company Prosper Gold Corp. (“Prosper Gold” or the “Company”) 330 – 890 West Pender Street Vancouver, B.C., Canada V6C 1J9 Phone: (604) 638-3663

Item 2. Date of Material Change November 2, 2022

Item 3. News Release The news release announcing this material change was disseminated via GlobeNewswire on November 2, 2022.

Item 4. Summary of Material Change On November 22 2022, Prosper Gold (the “Company”) closed a $725,000 first tranche of a non-brokered private placement of up to $2,000,000 of hard dollar units (“HD Units”) and flow-through units (“FT Units”) of the Company (the “Financing”).

Item 5. 5.1 - Full Description of Material Change On November 2, 2022, the Company has closed the first tranche (the “First Tranche”) of the Financing consisting of (i) 1,300,000 HD Units at a price of $0.20 per HD Unit and (ii) 1,860,000 FT Units at a price of $0.25 per FT Unit, for aggregate gross proceeds to the Company under the First Tranche of $725,000. Each HD Unit consists of one common share of the Company (a “Common Share”) and one common share purchase warrant (a “HD Warrant”). Each HD Warrant entitles the holder to acquire one Common Share at a price of $0.30 for a period of 24 months following the closing date. Each FT Unit consists of one Common Share that qualifies as a “flow-through share” for the purposes of the Income Tax Act (Canada) (a “FT Share”) and one-half of one non-transferable non-flow through common share purchase warrant (each whole warrant, a “NFT Warrant” and together with the HD Warrants, the “Warrants”). Each whole NFT Warrant entitles the holder thereof to purchase one Common Share at an exercise price of $0.30 per Common Share for a period of 24 months following the closing date.

In the event that the Common Shares trade at a closing price on the TSX Venture Exchange (the “TSX-V”) of greater than $0.80 per common share for a period of 20 consecutive trading days at any time after the closing date, 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 First Tranche and in accordance with the policies of the TSX-V, finder's fees totaling approximately $33,000 in cash were paid and approximately 136,750 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 $0.30. The Finder Warrants terms contain the same Acceleration Trigger as the Warrants.

The Company expects to close a second tranche of the Financing of up to $1,275,000 on or about November 15th, 2022.

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

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The Financing involves related parties (as such term is defined under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”)) and therefore constitutes a related party transaction under MI 61-101. This transaction is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 pursuant to sections 5.5(a) and 5.7(a) of MI 61-101, as the fair market value of the securities to be distributed and the consideration to be received for the securities under the Financing does not exceed 25% of the Company's market capitalization.

All securities issued pursuant to the Financing 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 2nd day of November 2022.