Prosper Gold Corp — Capital/Financing Update 2024

Oct 11, 2024

Form 51–102F3 MATERIAL CHANGE REPORT

Item	1.	Name and Address of Company
		Prosper Gold Corp. (“Prosper Gold” or the “Company”)
		1570 – 200 Burrard Street
		Vancouver, B.C., Canada V6C 3L6
		Phone: (604) 638-3663
Item	2.	Date of Material Change
		October 10, 2024
Item	3.	News Release

The news release announcing this material change was disseminated via GlobeNewswire on October 10, 2024.

Item 4. Summary of Material Change

Prosper Gold Corp. ("Prosper Gold" or the "Company") announces that it has closed a private placement of 5,700,000 units (each, a “HD Unit”) at a price of $0.10 per HD Unit for aggregate gross proceeds to the Company of $570,000 (the “Financing”).

Item 5. 5.1 - Full Description of Material Change

The Company closed its non-brokered private placement financing (the “Financing”) of units (each, a “Unit”).

The Financing consisted of 5,700,000 Units at a price of $0.10 per Unit, for gross proceeds to the Company of $570,000. Each Unit consists of one common share of the Company (each, a “Common Share”) and one common share purchase warrant (each, a “Warrant”). Each Warrant entitles the holder to acquire one Common Share at an exercise price of $0.20 (the “Warrant Exercise Price”) for a period of 24 months following the closing date.

In connection with the Financing, the Company paid $27,650 in cash and issued 276,500 common share purchase warrants (each, a "Broker Warrant") to finders at closing. Each Broker Warrant is non-transferable and exercisable for one Common Share for a period of 24 months following closing at the Warrant Exercise Price.

Prosper Gold expects to use the net proceeds from the Financing to fund exploration activities at the Company’s Cyprus Project and for working capital and general corporate purposes.

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 10[h] day of October, 2024.