Mr. Peter Bernier reports

PROSPER GOLD CORP. CLOSES PRIVATE PLACEMENT

Prosper Gold Corp. has closed a non-brokered private placement financing of common shares in the capital of the company that qualify as flow-through (FT) shares for the purposes of the Income Tax Act (Canada). The private placement consisted of 5.25 million FT shares at a price of 10 cents per FT share, for gross proceeds to the company of $525,000.

In connection with the private placement, the company paid $7,000 in cash and issued 70,000 common share purchase warrants to finders at closing. Each broker warrant is non-transferable and exercisable for one common share in the capital of the company for a period of 24 months following the date hereof, at an exercise price of 20 cents.

Prosper Gold expects to use the net proceeds from the private placement to finance exploration activities at the company's Cyprus project.

The private placement involves the issuance of 4.25 million FT shares (for a subscription amount of $425,000) to related parties (as such term is defined under Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions) 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 FT shares distributed and the consideration received from related parties under the private placement does not exceed 25 per cent of the company's market capitalization.

All securities issued under the private placement will be subject to a four-month-and-one-day hold period in accordance with applicable securities laws.

We seek Safe Harbor.