PPG

NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED
STATES


Prosperity Goldfields Corp. ("Prosperity" or the "Company") (TSX VENTURE:PPG)
has arranged a brokered private placement (the "Offering") with a syndicate of
agents led by Secutor Capital Management and including Jennings Capital Inc.
(collectively, the "Agents"). The Offering will consist of the issuance of up to
15,000,000 flow-through units ("Flow-Through Units") and 2,941,176 units
("Units") on a best-efforts basis at a price of 20 cents per Flow-Through Unit
and 17 cents per Unit, for aggregate gross proceeds of up to $3.5 million.


The Company intends to use the net proceeds of the Offering for exploration and
drilling activities on the Company's Kiyuk property this winter and for working
capital.


Each Flow-Through Unit will consist of one "flow-through share", as defined in
subsection 66(15) of the Income Tax Act (Canada) and one-half of one common
share purchase warrant (each whole warrant, a "Warrant"). Each Unit will consist
of one common share and one-half of one Warrant. Each Warrant will entitle the
holder to purchase one common share of the Company (on a non-flow-through basis)
at an exercise price of 28 cents until the date which is 18 months following
completion of the Offering.


The Company has granted the Agents an option, exercisable at the applicable
issue price at any time prior to the closing of the Offering, to purchase that
number of additional Flow-Through Units or Units that is equal to 20% of the
Flow-Through Units and Units sold pursuant to the Offering, to cover
over-allotments, if any.


In connection with the Offering, the Company will pay a cash commission to the
Agents in an amount equal to 7 per cent of the gross proceeds of the Offering
and issue to the Agents compensation options entitling the Agents to purchase
that number of common shares of the Company (on a non-flow-through basis) that
is equal to 7 per cent of the number of Flow-Through Units and Units sold
pursuant to the Offering, at an exercise price of 20 cents until the date which
is 18 months following completion of the Offering.


The Offering is scheduled to close on or about November 15, 2012, and is subject
to certain conditions, including approval of the TSX Venture Exchange.


Additional information about Prosperity and its projects can be viewed on
Prosperity's website at www.prosperitygoldfields.com.


ON BEHALF OF THE BOARD OF PROSPERITY GOLDFIELDS CORP.

Adrian Fleming, CEO and Director

Neither the Units nor the Flow-Through Units have been registered under the
United States Securities Act of 1933, as amended, and may not be offered or sold
in the United States absent registration or an applicable exemption from
registration requirements. This news release does not constitute an offer to
sell or a solicitation of an offer to buy such securities in any jurisdiction in
which such an offer or sale would be unlawful.


Certain statements in this press release may be considered forward-looking
information, including those relating to the "expectations", "intentions" or
"plans" of the Company. Specifically, there is no guarantee the private
placement will close on the basis announced, or at all. Such statements involve
known and unknown risks, uncertainties and other factors - including the
approvals of regulators, availability of funds, the trading price of the
Company's shares, general equity market conditions, global economic factors, the
price of precious metals, and the like. Readers are cautioned not to place undue
reliance on these forward-looking statements, which speak only as of the date of
this press release. The Company disclaims any intention or obligation to update
or revise any forward-looking statements, except to the extent required by law,
whether as a result of new information, future events or otherwise.


FOR FURTHER INFORMATION PLEASE CONTACT: 
Prosperity Goldfields Corp.
Dwane Brosseau
Investor Relations
Toll Free: 1 855 237 6274 or Direct: 604 662 3380
info@prosperitygoldfields.com
www.prosperitygoldfields.com


Frontline Communications
Leo Karabelas
Mobile: 416 543 3120

(TSXV:PPG)
Gráfica de Acción Histórica
De May 2024 a Jun 2024

(TSXV:PPG)
Gráfica de Acción Histórica
De Jun 2023 a Jun 2024