October 6, 2017, Vancouver, BC – Prospero Silver Corp. (TSXV: PSL) (“Prospero” or the “Company“) is pleased to announce that it has received final TSX Venture Exchange approval of the option to own agreement (the “Option Agreement“) between the Company, its Mexican subsidiary Minera Fumarola, S. A. de C. V., and Exploraciones del Altiplano, S.A. de C.V. (“Altiplano“). The Option Agreement provides the Company with an option to earn a 100% right, title and interest in and to Altiplano’s Buenavista claims located in Durango, Mexico, subject to the reservation by Altiplano of a 2% net smelter return royalty. For full particulars, please see the Company’s news release of August 1, 2017.
A director of the Company owns or controls, indirectly over 20% of the issued shares of Altiplano. Pursuant to TSXV Policy 5.9 and Multilateral Instrument 61-101 — Protection of Minority Security Holders in Special Transactions (“MI 61-101“), the Option Agreement constitutes a “related party transaction” as a result of the director’s relationship with Altiplano. The Company relied on Section 5.5(a) of MI 61-101 for an exemption from the formal valuation requirement and Section 5.7(1)(a) of MI 61-101 for an exemption from the minority shareholder approval requirement of MI 61-101 as the fair market value of the transaction did not exceed 25% of the Company’s market capitalization.