|September 17, 2018|
Prospero Announces Completion of CAD $356,000 Private Placement Financing with Fortuna Silver Mines
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Vancouver, British Columbia - (Newsfile - September 17, 2018) - Prospero Silver Corp. (TSXV: PSL) ("Prospero" or "the Company") has completed its recently announced private placement financing with Fortuna Silver Mines Inc. ("Fortuna"), raising aggregate gross proceeds of CAD$356,000.
The offering consisted of the sale of 4,746,667 common shares of the Company for proceeds of CAD$356,000. All securities issued in the offering are subject to a hold period expiring on January 18, 2019. The offering is subject to the final acceptance of the TSX Venture Exchange.
Prospero will allocate the proceeds of the private placement to drill testing the company's Bermudez project in Chihuahua State, Mexico. Drilling began at Bermudez in late August and Prospero plans to complete a three-hole (approximately 1,500 metres) diamond drill program at Bermudez.
Fortuna's participation in this private placement is considered to be a "related party transaction", pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"), which is incorporated by reference into the policies of the TSX Venture Exchange under Policy 5.9. The Company has determined that exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 were available for the related party transaction, pursuant to Section 5.5(a) and Section 5.7(a) of MI 61-101, on the basis that the fair market value consideration of the transaction involving related parties was not more than 25% of the Company's market capitalization.
About Fortuna Silver Mines Inc.
Fortuna is a growth-oriented precious metal producer focused on mining opportunities in Latin America. Fortuna's primary assets are the Caylloma silver mine in southern Peru, the San Jose silver-gold mine in Mexico and the Lindero gold project in Argentina.
About Prospero Silver Corp.
Prospero is a Mexico-focused project generator listed on the TSX.V under the symbol PSL.V. Prospero's aim is to discover world-class precious metal projects in the major mineral belts of Mexico. The Company applies a unique blend of practical exploration experience, cutting-edge mineral deposit science, and an extensive knowledge of Mexico's geology to find new gold and silver systems. Our exploration programs are run by a small but highly-focused geological team based in Mexico.
For further information please contact:
Exec VP Business Development
Tel: 604 307 0055
Tel: 604 288 2553
Forward-Looking Statement Cautions:
This press release contains certain "forward-looking statements" within the meaning of Canadian securities legislation, relating to, among other things, the Company's use of the financing proceeds. Although the Company believes that such statements are reasonable, it can give no assurance that such expectations will prove to be correct. Forward-looking statements are statements that are not historical facts; they are generally, but not always, identified by the words "expects," "plans," "anticipates," "believes," "intends," "estimates," "projects," "aims," "potential," "goal," "objective," "prospective," and similar expressions, or that events or conditions "will," "would," "may," "can," "could" or "should" occur, or are those statements, which, by their nature, refer to future events. The Company cautions that Forward-looking statements are based on the beliefs, estimates and opinions of the Company's management on the date the statements are made and they involve a number of risks and uncertainties. Consequently, there can be no assurances that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Except to the extent required by applicable securities laws and the policies of the TSX Venture Exchange, the Company undertakes no obligation to update these forward-looking statements if management's beliefs, estimates or opinions, or other factors, should change. Factors that could cause future results to differ materially from those anticipated in these forward-looking statements include, possible, accidents and other risks associated with mineral exploration operations, the risk that the Company will encounter unanticipated geological factors, the possibility that the Company may not be able to secure permitting and other governmental clearances necessary to carry out the Company's exploration plans, the risk that the Company will not be able to raise the additional funds in the future to continue to carry out its business plans, and the risk of political uncertainties and regulatory or legal changes that might interfere with the Company's business and prospects. The reader is urged to refer to the Company's reports, publicly available through the Canadian Securities Administrators' System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com for a more complete discussion of such risk factors and their potential effects.
This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of securities of the Company in any jurisdiction in which such offer, solicitation or sale would be unlawful, including any of the securities in the United States of America. The Company's securities have not been and will not be registered under the United States Securities Act of 1933 (the "1933 Act") or any state securities laws and may not be offered or sold within the United States or to, or for account or benefit of, U.S. Persons (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
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