PRIZE MINING PROVIDES ADDITIONAL DISCLOSURE WITH RESPECT TO ITS NEWS RELEASE DATED JUNE 21, 2018 AND THE JULY 6, 2018 NON-BROKERED PRIVATE PLACEMENT

Vancouver, British Columbia (February 14, 2019) –  PRIZE MINING CORPORATION (“Prize” or the “Company”) (TSXV:PRZ) (OTCQB:PRZFF) (MQSP:GR:FRANKFURT) announces that pursuant to the Alberta Securities Commission order of February 12, 2019 with respect to Prize (the “ASC Order”), the Company is providing additional disclosure with respect to its previously issued news release on June 21, 2018 headlined “Prize Mining Announces Amended Terms of Non-Brokers Private Placement and Major Lead Orders” (the “June News Release”) and the July 6, 2018 closing of such non-brokered private placement (the “July Financing”).

Prize hereby provides the following additional information with respect to the June News Release and the July Financing:

  • commitments by several investors to provide Prize with the $6.5 million financing that closed in the July Financing were conditional on Prize entering into 18 consulting agreements (the “Consulting Agreements”) with various parties;
  • immediately upon receipt of the proceeds of the July Financing, aggregate consideration of $5.5 million was to be paid by Prize to the parties to the Consulting Agreements;
  • some of the investors in the July Financing were directly or indirectly parties to some of the Consulting Agreements; and
  • a number of the Consulting Agreements purported to provide Prize with the same or similar services.

The ASC Order provided that all trading in or purchasing of securities of Prize must cease, and all of the exemptions contained in the Alberta securities laws do not apply to Prize, but that the ASC Order expires at 6:00 p.m. (MST) on the business day following the dissemination of this news release.

About Prize Mining Corporation

Prize is a junior mining issuer listed on the TSX Venture Exchange.  Prize is focused on the exploration and development of the Manto Negro Copper Property in Mexico and the Kena Gold Property in BC.  Find out more at: www.prizemining.com

For more information please contact:

Michael McPhie                                                               

President and CEO                                                               

Tel. 604-336-1327                                                               

mmcphie@prizemining.com                                                               

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Reader Advisory

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.

This news release contains statements and information that, to the extent that they are not historical fact, constitute “forward-looking information” within the meaning of applicable securities legislation. Forward-looking information is based on the reasonable assumptions, estimates, analysis and opinions of management made in light of its experience and its perception of trends, current conditions and expected developments, as well as other factors that management believes to be relevant and reasonable in the circumstances at the date that such statements are made, but which may prove to be incorrect.

Forward-looking information involves known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company to differ materially from any future results, performance or achievements expressed or implied by the forward-looking information. Accordingly, readers should not place undue reliance on any such forward-looking information. Further, any forward-looking statement speaks only as of the date on which such statement is made. New factors emerge from time to time, and it is not possible for the Company’s management to predict all of such factors and to assess in advance the impact of each such factor on the Company’s business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. The Company does not undertake any obligation to update any forward-looking information to reflect information, events, results, circumstances or otherwise after the date hereof or to reflect the occurrence of unanticipated events, except as required by law including securities laws.