Prospero Silver Corp. Announces $185,000 Convertible Loan

VANCOUVER, BRITISH COLUMBIA -- (Marketwired - Dec. 31, 2014) - Prospero Silver Corp. (TSX VENTURE:PSL) ("Prospero" or the "Company") announces that it has entered into a convertible loan agreement with six lenders for loans in an aggregate amount of $185,000 (the "Loans") to fund its ongoing exploration and general working capital requirements.

The Loans will have an outside term of five years, and will bear simple interest at a rate of 6.0% per annum, with such interest to accrue and be added to the principal of the Loans as part of any conversion into Conversion Units (as defined below); and, if the shareholders of the Company do not approve the Consolidation (as defined below) at the Company's next general meeting, then the accrued interest, determined as at the end of the date on which the Company's shareholders reject the Consolidation resolution, will be added to the principal amount of the Loans, and interest going forward will be payable monthly at the end of each month over the term of the Loans. The Loans will be secured by a guarantee given by the Company's Mexican subsidiary, Minera Fumarola S.A. de C.V. (the "Subsidiary") supported by charges against the Company's El Petate and Santa Maria del Oro properties (the "Security"). The Loans will be governed by a single Convertible Loan Agreement between the Company, the lenders, and the Subsidiary (the "Loan Agreement"). No finder's fees will be paid on any, all or part of the Loans.

Subject to the conditions discussed below, the Loans will be convertible into up to a maximum of 3,700,000 units of the Company ("Conversion Units") at an initially stated conversion price of $0.01 per Conversion Unit. Each Conversion Unit comprises one Common share of the Company (a "Conversion Share"), and one warrant having a term of five years (a "Warrant"), and each Warrant being exercisable to acquire one additional Common share of the Company at a price of $0.10 per share. The securities issued under the proposed loan transaction will be subject to a four-month hold period running from the date of the distribution of the promissory notes under the Loan Agreement.

The initially stated conversion price is below the $0.05 per share minimum private placement price prescribed under the policies of the TSX Venture Exchange (the "TSXV"). To address this pricing issue, the Company has obtained a discretionary waiver from the TSXV for a financing by way of convertible loans having an initially stated conversion price less than $0.05 per Conversion Unit (the "Waiver"). In accordance with the terms of the Waiver, the conversion of the Loans into Conversion Units will be contingent on the Company's shareholders first approving a consolidation of the Company's Common shares at a 1-for-5 consolidation ratio (the "Consolidation") at the next shareholder meeting expected to be held in mid-2015. The effect of the Consolidation will be to adjust the actual conversion price to $0.05 per post-Consolidation Conversion Unit. In any event, if the Consolidation is approved, then the conversion price per Conversion Unit will increase to $0.10 per post-Consolidation Conversion Unit after the first year of the term of the Loans.

William Murray, a director of the Company, will participate as a lender under the Loan Agreement by making a loan advance of $45,000, constituting a related party transaction pursuant to TSXV Policy 5.9 and Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). 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.

The Loans and the Loan Agreement remain subject to TSXV acceptance.


About Prospero Silver Corp.:

Prospero is a Canadian resource company with the majority of its staff based in Mexico and who work for its wholly owned subsidiary Minera Fumarola S.A. de C.V. Prospero's objective is to quickly evaluate the properties currently optioned for their suitability to provide size potential and/or amenability for strategic joint ventures.


Forward-Looking Statement Cautions:

This news release contains certain "forward-looking statements" within the meaning of Canadian securities legislation, relating to the closing of a convertible loan financing. 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. Factors that could cause actual results to differ materially from these forward looking statements include, but are not limited to, the Company's inability to obtain any necessary regulatory and shareholder consents or authorizations required for the proposed loan transaction and subsequent consolidation of the Company's share capital necessary to permit loan conversion into Conversion Units, variations in the nature, quality and quantity of any mineral deposits that may be located, the Company's inability to obtain any necessary permits, consents or authorizations required for its planned exploration activities, and the Company's inability to raise the necessary investment capital so as to be fully able to implement its business strategies. The reader is referred to the Company's reports, publicly available through the Canadian Securities Administrators' System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com, including the risk factors discussed in Prospero's November 27, 2009 prospectus. Except as required by securities laws and the policies of the TSXV, Prospero disclaims any intention or obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

THE CONVERTIBLE LOANS BEING PLACED MAY ONLY BE ACQUIRED BY CANADIAN RESIDENTS AND OFFSHORE RESIDENTS, IN EACH CASE PURSUANT TO AVAILABLE EXEMPTIONS UNDER APPLICABLE SECURITIES LEGISLATION.

NONE OF THE SECURITIES OFFERED HEREBY HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE.

THESE SECURITIES HAVE NOT BEEN APPROVED NOR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY AND ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

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.

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



Contact

Prospero Silver Corp.
William Murray, Chairman
Tel: (604) 288-7813

Kirk Gamley, Contact Financial
Tel: (604) 561-3642