This presentation does not constitute an offering of securities and the information contained herein is subject to the information contained in the Company s continuous disclosure documents at www.sedar.com This presentation includes certain statements that constitute forward-looking statements, and forward-looking information within the meaning of applicable securities laws ( forward-looking statements and forward-looking information are collectively referred to as forward-looking statements, unless otherwise stated). These statements appear in a number of places in this presentation and include statements regarding our intent, or the beliefs or current expectations of our officers and directors. Such forward-looking statements involve known and unknown risks and uncertainties that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. When used in this presentation words such as believe, anticipate, estimate, project, intend, expect, may, will, plan, should, would, contemplate, possible, attempts, seeks, continue and similar expressions are intended to identify these forward-looking statements. Forward-looking statements may relate to the Company s future outlook, guidance and anticipated events or results and may include statements regarding the Company s future financial position, future exploration and development of mineral properties, life of mine, future production, mine plan, business strategy, budgets, litigation, projected costs (including without limitation, cash costs per ounce and all-in sustaining costs), financial results, taxes, plans and objectives, the timing of targeted components of the Company s strategic plan outlined in this presentation, the extension of the forbearance agreement, the timing of the update to resource and reserves estimates and statements with respect to successful completion of the transactions described herein and regulatory and shareholder approvals of such transactions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends affecting the financial condition of our business. These forward-looking statements were derived utilizing numerous assumptions regarding expected growth, results of operations, performance and business prospects and opportunities that could cause our actual results to differ materially from those in the forward looking statements. While the Company considers these assumptions to be reasonable, based on information currently available, they may prove to be incorrect. Accordingly, you are cautioned not to put undue reliance on these forward-looking statements. Forward-looking statements should not be read as a guarantee of future performance or results. To the extent any forward-looking statements constitute future-oriented financial information or financial outlooks, as those terms are defined under applicable Canadian securities laws, such statements are being provided to describe the current anticipated potential of the Company and readers are cautioned that these statements may not be appropriate for any other purpose, including investment decisions. Forward-looking statements are based on information available at the time those statements are made and/or management's good faith belief as of that time with respect to future events, and are subject to known and unknown risks and uncertainties, including inherent risks and uncertainties in a suspension and restart of operations, the effect of the Company s non-compliance with its debt covenants and other financing arrangements, uncertainties with respect to servicing the financings and those risks and uncertainties outlined in our most recent AIF and other documents filed on www.sedar.com, that could cause actual performance or results to differ materially from those expressed in or suggested by the forwardlooking statements. To the extent any forward-looking statements constitute future-oriented financial information or financial outlooks, as those terms are defined under applicable Canadian securities laws, such statements are being provided to describe the current anticipated potential of the Company and readers are cautioned that these statements may not be appropriate for any other purpose, including investment decisions. Forward-looking statements speak only as of the date those statements are made. Except as required by applicable law, we assume no obligation to update or to publicly announce the results of any change to any forward-looking statement contained or incorporated by reference herein to reflect actual results, future events or developments, changes in assumptions or changes in other factors affecting the forward- looking statements, except as required by law. If we update any one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements. You should not place undue importance on forward-looking statements and should not rely upon these statements as of any other date. All forward-looking statements contained in this presentation are expressly qualified in their entirety by this cautionary statement. Dr. Dirk Tempelman-Kluit, Ph.D, P.Geo., the Company's VP Exploration is the Qualified Person as defined under National Instrument 43-101 responsible for the scientific and technical work on the development programs and has reviewed and approved the corresponding scientific and technical disclosure throughout this presentation. For additional information on Prosper Gold Corp. visit www.sedar.com.. 2
MR. PETER BERNIER PRESIDENT, CEO & CHAIRMAN MR. PETER BERNIER HAS MORE THAN 35 YEARS OF EXPERIENCE IN MINERAL EXPLORATION AND PROJECT MANAGEMENT. MOST NOTABLY AS THE FOUNDER, PRESIDENT, AND CEO OF RICHFIELD VENTURES CORP. UNDER HIS LEADERSHIP RICHFIELD BECAME A PUBLICLY TRADED COMPANY ON THE TSX VENTURE EXCHANGE IN NOVEMBER 2007. IN 2009 MR. BERNIER STRATEGICALLY ACQUIRED THE BLACKWATER-DAVIDSON CLAIMS AND PERSONALLY OVERSAW INVESTOR RELATIONS, FINANCING AND ADVANCEMENT OF THE PROJECT UNTIL RICHFIELD WAS ACQUIRED IN JUNE 2011 FOR A VALUE OF OVER $500 MILLION (CDN). DR. DIRK TEMPELMAN-KLUIT, PHD, P.GEO VP EXPLORATION & DIRECTOR DR. DIRK TEMPELMAN-KLUIT HAS MORE THAN 45 YEARS EXPERIENCE WORKING IN BOTH BRITISH COLUMBIA AND THE YUKON. HE WAS PREVIOUSLY A DIRECTOR OF THE GEOLOGICAL SURVEY OF CANADA S CORDILLEAN DIVISION. MORE RECENTLY HE HELD THE POSITION OF VP OF EXPLORATION AND DIRECTOR OF RICHFIELD VENTURES CORP FROM 2007 TO 2011. DR. TEMPELMAN-KLUIT, A HIGHLY RESPECTED RESEARCH GEOLOGIST, RECOGNIZED THE EXISTENCE OF EXTENSIVE HYDROTHERMAL ALTERATION IN DRILL CORE PHOTOGRAPHS WHICH INDICATED THE POTENTIAL FOR SIGNIFICANT GOLD MINERALIZATION ON RICHFIELD BLACKWATER PROPERTY. IN MARCH 2011, RICHFIELD ANNOUNCED AN INITIAL INDICATED AND INFERRED RESOURCE ESTIMATE OF 4.2 MILLION OUNCES. MS. SHARON LEE CFO, CORPORATE SECRETARY & DIRECTOR MS. SHARON LEE HAS OVER 17 YEARS EXPERIENCE IN FINANCIAL ADMINISTRATION AND ACCOUNTING. SHE HAS HAD SUCCESSFUL CAREERS IN ACCOUNTING AND MANAGEMENT IN BOTH THE PUBLIC AND PRIVATE SECTORS OVERSEEING ALL ASPECTS OF FINANCIAL REPORTING. PRIOR TO JOINING PROSPER GOLD CORP. MS. LEE WAS SENIOR MANAGER AT SMYTHE RATCLIFFE LLP IN VANCOUVER, BC. SHE HAS BEEN THE ACCOUNTANT FOR THE PROSPER GOLD CORP. SINCE OCTOBER 2013 AND WAS THE SENIOR MANAGER FOR THE AUDITS OF BOTH RICHFIELD VENTURES CORP. AND PROSPER GOLD CORP. MS. LEE IS A CHARTERED PROFESSIONAL ACCOUNTANT (CPA) AND HAS A B.SC. (MATHEMATICS) FROM THE UNIVERSITY OF ALBERTA 3
MR. JASON HYNES, BSC, MBA DIRECTOR MR. JASON HYNES IS CURRENTLY DIRECTOR OF BUSINESS DEVELOPMENT & GLOBAL SALES WITH ROYAL GOLD, INC. PRIOR TO THIS HE WAS VICE PRESIDENT OF CORPORATE DEVELOPMENT FOR SABINA GOLD & SILVER CORP. JASON ALSO SPENT SEVEN YEARS IN NATIONAL BANK FINANCIAL S M&A AND MINING INVESTMENT BANKING GROUPS AS A DIRECTOR OF GLOBAL METALS & MINING. WHILE THERE, HE ASSISTED COMPANIES ON IDENTIFYING AND EXECUTING MERGERS AND ACQUISITIONS, AND ON IMPLEMENTING FINANCING STRATEGIES, WITH A PARTICULAR FOCUS ON ADVISING SENIOR MANAGEMENT TEAMS AND BOARDS ON EXPLORATION AND DEVELOPMENT-STAGE ASSETS. MR. HYNES ACTED AS FINANCIAL ADVISOR TO RICHFIELD VENTURES WHERE HIS KNOWLEDGE AND SKILL GREATLY CONTRIBUTED TO THE ACQUISITION BY NEW GOLD IN 2011. MR. JIM MILLER-TAIT, P.GEO DIRECTOR MR. JIM MILLER-TAIT HAS OVER 30 YEARS OF CONTINUOUS EXPLORATION, DEVELOPMENT, UNDERGROUND, AND OPEN PIT PRODUCTION EXPERIENCE. HE IS CURRENTLY THE PRESIDENT OF SIKANNI MINE DEVELOPMENT LTD., HIS OWN GEOLOGICAL CONSULTING COMPANY, WHICH HE FOUNDED IN 1996. MR. MILLER-TAIT IS ALSO THE PRESENT EXPLORATION MANAGER FOR IMPERIAL. HIS EXPERIENCE INCLUDES CHIEF GEOLOGIST FOR THE ONIVA GROUP, AND VP EXPLORATION FOR SELKIRK METALS. HE HAS WORKED EXTENSIVELY IN NORTH AMERICA, BOLIVIA AND MEXICO ON GRASS ROOT EXPLORATION TO FULL-PRODUCTION OPEN PIT AND UNDERGROUND OPERATIONS. HIS EXPERIENCE COVERS GOLD, BASE METALS AND DIAMOND OPERATIONS IN A MULTITUDE OF GEOLOGICAL SETTINGS.. 4
MR. CAL EVERETT SENIOR ADVISOR MR. EVERETT IS A GEOLOGIST WITH MORE THAN 14 YEARS OF SURFACE AND UNDERGROUND EXPLORATION EXPERIENCE WITH SENIOR MINING COMPANIES. HE MOVED TO THE FINANCIAL SECTOR IN 1990, AND SPENT 12 YEARS WITH BMO NESBITT BURNS FOCUSED ON RESOURCE EQUITIES, AND SEVEN YEARS WITH PI FINANCIAL CORP. IN SENIOR RESOURCE INSTITUTIONAL SALES AND CAPITAL MARKETS. FROM 2008 TO 2015, HE WAS PRESIDENT AND CHIEF EXECUTIVE OFFICER OF AXEMEN RESOURCE CAPITAL. MR. EVERETT HOLDS A BACHELOR OF SCIENCE DEGREE IN ECONOMIC GEOLOGY FROM THE UNIVERSITY NEW BRUNSWICK.. MR. THOMAS J. OBRADOVICH ADVISOR MR. THOMAS J. OBRADOVICH HAS MORE THAN 30 YEARS EXPERIENCE IN MINING EXPLORATION, DEVELOPMENT AND FINANCING. HE WAS ONE OF THE KEY PLAYERS BEHIND AURELIAN RESOURCES INC. WHICH DISCOVERED THE FRUTA DEL NORTE GOLD DEPOSIT IN ECUADOR AND ALSO CO-FOUNDED CANADIAN ROYALTIES INC. WHICH DISCOVERED AND DEVELOPED THE RAGLAN SOUTH NICKEL BELT. HE ACQUIRED MOST OF THE MATACHEWAN GOLD CAMP AND THROUGH A REVERSE TAKEOVER OF YOUNG- DAVIDSON MINES LTD., UPGRADED AND DOUBLED THE RESOURCE WHICH WAS SUBSEQUENTLY ACQUIRED BY NORTHGATE MINERALS IN 2005. TOM IS A GRADUATE OF THE HAILEYBURY SCHOOL OF MINES IN MINING TECHNOLOGY AND ADVANCED FIELD GEOPHYSICS. 5
SHARES ISSUED AND OUTSTANDING EXPIRY COMMON SHARES 44,139,892 OPTIONS @ $0.20 1,900,000 2018-08-30 OPTIONS @ $0.20 900,000 2019-05-20 OPTIONS @ $0.24 721,104 2021-05-31 WARRANTS @ $0.75 3,100,000 2017-05-08 WARRANTS @ $0.25 3,590,000 2019-03-24 WARRANTS @ $0.35 4,291,000 2019-07-06 WARRANTS @ $0.45 2,464,425 2019-08-05 INSIDER OWNERSHIP 23.45% 10,349,214 FULLY DILUTED (August 5, 2016) 61,106,421 Working Capital $2,500,000 6
Ashley Gold Option Date Cash PGX Shares Exploration % of Ashley Gold Aquired Status 22-02-2016 $30,000 200,000 $0 0% Complete 22-08-2016 $30,000 0 $0 0% Complete 22-02-2017 $80,000 200,000 $50,000 0% 22-02-2018 $120,000 300,000 $100,000 0% 22-02-2019 $440,000 1,000,000 $100,000 100% Total $700,000 1,700,000 $250,000 100% Alexandria (Wydee) Option Date Cash PGX Shares Exploration % of Wydee Aquired Status 25-02-2016 $0 75,000 $0 0% Complete 25-08-2016 $0 0 $60,000 0% Complete 25-02-2018 $0 75,000 $0 0% 25-02-2019 $0 75,000 $0 0% 25-02-2020 $0 75,000 $0 0% 25-02-2021 $0 75,000 $2,440,000 75% 43-101 1.5M Oz Indicated + Inferred 15% Total $0 375,000 $2,500,000 90% Alexandria (Matachewan) Option Date Cash PGX Shares Exploration % of Matachewan Aquired Status 25-02-2016 $0 75,000 $0 0% Complete 25-08-2016 $0 0 $60,000 0% Complete 25-02-2018 $0 75,000 $0 0% 25-02-2019 $0 75,000 $0 0% 25-02-2020 $0 75,000 $0 0% 25-02-2021 $0 75,000 $2,440,000 75% 43-101 1.5M Oz Indicated + Inferred 15% Total $0 375,000 $2,500,000 90% DETAILS: OPTION AGREEMENT WITH 4 PROSPECTORS PROSPER GOLD CORP. WILL AQUIRE 100% OF THE HISTORIC ASHLEY GOLD MINE WITHIN 3 YEARS UPON PROSPER GOLD CORP. ACQUIRING AN 100% INTEREST THE PROSPECTORS WILL RETAIN A 3% NSR (2% BUY-BACK OPTION) DETAILS: OPTION AGREEMENT WITH ALEXANDRIA MINERALS CORPORATION UPON PROSPER GOLD CORP. ACQUIRING AN 90% INTEREST, THE PARTIES WILL FORM A CONVENTIONAL JOINT VENTURE WHICH WILL INCLUDE A DILUTION CLAUSE SHOULD EITHER PARTY DILUTE THEIR INTEREST BELOW 7% THAT PARTY'S INTEREST WILL BE REDUCED TO A 1% NSR DETAILS: OPTION AGREEMENT WITH ALEXANDRIA MINERALS CORPORATION UPON PROSPER GOLD CORP. ACQUIRING AN 90% INTEREST, THE PARTIES WILL FORM A CONVENTIONAL JOINT VENTURE WHICH WILL INCLUDE A DILUTION CLAUSE SHOULD EITHER PARTY DILUTE THEIR INTEREST BELOW 7% THAT PARTY'S INTEREST WILL BE REDUCED TO A 1% NSR 7
4,795 Ha 2,235 Ha 1,431 Ha 8
9 NOTE: ALL RESOURCE ESTIMATES ARE BASED ON PUBLISHED INFORMATION. THIS INFORMATION HAS NOT BEEN VERIFIED NOR IS IT NECESSARILY INDICATIVE OF MINERALIZATION THAT MAY BE CONTAINED ON THE ASHLEY GOLD PROPERTY
10 ASHLEY GOLD PROJECT HISTORY 1930 DISCOVERED AND STAKED 1932 ASHLEY MINE BROUGHT INTO PRODUCTION 50,099 Oz Au FROM 157,636 TONS OF ORE (0.32 Oz/t) INCLINED SHAFT AND SIX LEVELS CEASED MINING OPERATIONS IN 1936 1947 CARAMORA PORCUPINE MINES: EXPLORATION OF NO.1 VEIN 1973 G. SUNSILOE: TRENCHING 1982 PETROMET: DRILLING, GEOLOGICAL MAPPING, TRENCHING, SAMPLING - AVG. GRADE (UNCUT) OF 1.30 OZ AU/TON OVER 0.22 METERS WIDTH FOR A STRIKE LENGTH OF 88.4 METERS. 1991 KIERNICKI: DIAMOND DRILLING 2002 PHOENIX MATACHEWAN RESOURCES: IP, MAG, DIAMOND DRILLING CLAIM INFORMATION ASHLEY - 1,431 Ha, WYDEE - 4,795 Ha, MATACHEWAN - 2,235 Ha CLAIMS FOLLOW CADILLAC-LARDER LAKE FAULT CLAIMS EXTEND EAST & WEST OF YOUNG-DAVIDSON MINE HIGHLIGHTS TWO SURFACE BULK SAMPLES NO. 1 VEIN GAVE 10.93 TONS OF 1.405 OZ AU/TON AND 3.3 TONS OF 2.87 OZ AU/TON. 7 HIGH GRADE VEIN GOLD TARGETS SYENITE BODIES PROVIDE BULK TONNAGE GOLD TARGETS (SIMILAR TO THE YOUNG-DAVIDSON MINE) HIGHWAY, LOGGING ROAD, AND ATV ACCESS
500m 210m ASHLEY MINE: 6 LEVELS, 4,500m OF WORKINGS, DEEPEST LEVEL 210m 250m 11
12 ASHLEY GOLD MINE
WYDEE CLAIMS ASHLEY CLAIMS ASHLEY MINE MATACHEWAN CLAIMS YOUNG- DAVIDSON MINE 13
14 ASHLEY & WYDEE KNOWN HIGH GRADE GOLD OCCURRENCES HISTORIC HIGH GRADE ASHLEY VEINS PROPERTY GEOLOGY & STRUCTURE BLUE OUTLINE REPRESENTS WYDEE OPTON (AZX) RED OULINE REPRESENTS ASHLEY OPTION
15 VEIN TARGETS GRAB SAMPLE LOCATIONS SHOWING GOLD RESULTS g/t Au TOTAL FIELD MAGNETICS OVERLAIN BY 2VD MAG LIGHT BLUE LINES REPRESENT REGIONAL CADILLAC LARDER-LAKE AND GALER FAULTS BLUE OUTLINE REPRESENTS WYDEE OPTON (AZX) RED OULINE REPRESENTS ASHLEY OPTION
16 SYENITE TARGETS WITH COINCIDENT MAGNETIC LOWS TOTAL FIELD MAGNETICS WITH CLAIM BOUNDARIES KNOWN SYENITE BODIES OUTLINED IN PINK MAGNETIC LOWS OUTLINED IN GREEN EXPLORATION PLANNED FOR AREAS OF COINCIDENT MAGENTIC LOWS WITH KNOWN SYENITE BODIES
17 CADILLAC-LARDER LAKE FAULT TARGETS TOTAL FIELD MAGNETICS WITH CLAIM BOUNDARIES RC DRILL HOLES WITH g/t Au ASSAYS FAULTS IN BLUE CONTACTS IN BLACK
2016 EXPLORATION PROGRAM ASHLEY CLAIMS: MINISTRY OF NORTHERN DEVELOPMENT AND MINES PERMIT (GOOD UNTIL 2018/09/15) LINE CUTTING STRIPPING PITTING AND TRENCHING DRILLING AIRBORNE SURVEY (MAG w/gradient, EM w/multipulse, GRAVITY w/gradient) SYSTEMATIC SOIL SAMPLE GRIDS 8,500 SAMPLES IN 3 GRIDS TO COVER HIGH GRADE VEINS AND SYENITE BODIES DRILLING OF DEFINED TARGETS 18
INVESTMENT HIGHLIGHTS HIGH GRADE GOLD VEIN WITH HISTORIC PRODUCTION 50,099 Oz Au FROM 157,636 TONS OF ORE (0.32 Oz/t) NUMEROUS OTHER HIGH GRADE VEIN GOLD TARGETS SYENITE BODIES PROVIDE BULK TONNAGE GOLD TARGETS (SIMILAR TO THE YOUNG-DAVIDSON MINE) 9,813 HECTARES (24,248 ACRES) WITH UNTESTED HIGH GRADE GOLD VEIN AND BULK GOLD TARGETS BULK SAMPLE GRADES: 10.93 TONS @ 1.405 Oz/t & 3.3 TONS @ 2.87 Oz/t HIGHWAY ACCESS (HWY 566), LOGGING ROADS, ATV TRAILS THROUGHOUT AGGRESSIVE EXPLORATION PROGRAM PLANNED FOR 2016 FORMERLY RICHFIELD VENTURES CORP. MANAGEMENT TEAM SOLD TO NEW GOLD IN 2011 FOR ~$500 M
PETE BERNIER PRESIDENT & CEO PROSPER GOLD CORP. 468 B REID STREET QUESNEL, BC V2J 2M6 OFFICE: (250) 992-6644 MOBILE: (250) 316-6644 EMAIL: PETE@PROSPERGOLDCORP.COM 20