Prosperity Goldfields Corp. and Smash Minerals Announce Completion of Amalgamation



VANCOUVER, BRITISH COLUMBIA--(Marketwire - April 23, 2012) -Prosperity Goldfields Corp. ("Prosperity") (TSX VENTURE:PPG) and Smash Minerals Corp. ("Smash") (TSX VENTURE:SSH) provide an update on their amalgamation and the core drilling program at Prosperity's Kiyuk Lake gold property, Nunavut.

Business Combination

Having received shareholder approval, Prosperity and Smash will amalgamate, under the British Columbia Business Corporation Act, into a new company to be named Prosperity Goldfields Corp. ("Amalco"), effective April 24, 2012.

The amalgamation will be completed on the basis of one (1) common share of Prosperity for each one (1) common share of Amalco and one decimal six (1.6) common shares of Smash for each one (1) common share of Amalco. A total of 58,757,446 Amalco shares will be outstanding and listed on the TSXV following the amalgamation. All warrants and options of Prosperity and all warrants and compensation options of Smash outstanding on the closing date of the amalgamation will be converted into warrants and options of Amalco on the same ratios. All options granted under Smash's stock option plan will be cancelled and replaced with 1,190,626 Amalco incentive stock options having an exercise price of $0.50 per share for a period of 5 years in accordance with Amalco's stock option plan. In addition, Amalco will grant 1,110,000 incentive stock options to directors, officers, employees and consultants of Prosperity concurrent with the commencement of trading of Amalco on the TSX Venture Exchange, such options having an exercise price equal to the greater of $0.50 and market price (as such term is defined under TSX Venture Exchange policies) on the close of trading on April 24, 2012 and a term of 5 years in accordance with Amalco's stock option plan.

The amalgamation was approved by the shareholders of both Prosperity and Smash at meetings held on March 30, 2012. Full details of the amalgamation can be found in the joint information circular of Prosperity and Smash dated February 29, 2012 as filed on SEDAR.

The shares of Amalco will commence trading under the name Prosperity Goldfields Corp. symbol (TSX VENTURE:PPG) at market open on April 24, 2012. At the same time the common shares of Smash Minerals Corp. will be de-listed from the TSX Venture Exchange.

Exploration Update

On March 20, 2012 Prosperity commenced its Spring core drilling program at the Kiyuk Lake gold property. The objective of this program is to further define and expand upon the three discoveries made in 2011 at the Cobalt, Gold Point and Rusty prospects (See Prosperity News Release of September 15, 2011). A second objective of this program is to assess, through drilling, new targets identified by surface sampling and airborne magnetic surveys. To date, eight core holes have been completed (three at each of the existing Rusty and Gold Point prospects, one hole at the new North Snake target and one at the Cobalt target), for a total 1890.46 meters.

Core samples from the drilling program are being sent to SGS laboratory in Red Lake, Ontario for analysis. First results are expected to be available for disclosure prior to the end of April 2012. A comprehensive QA/QC program is in place to monitor precision and accuracy of the assay results. All drill core samples are submitted with certified reference materials to be analyzed by SGS Minerals Services. Gold analyses are by fire assay using a 30 g charge and an atomic absorption spectrometry finish. Gold assays greater than 3 g/t are routinely re-assayed using a gravimetric finish to confirm initial atomic absorption results. SGS Minerals Services are ISO 9001 accredited.

Adrian Fleming, RPGeo, and Quinton Hennigh, Ph.D, P.Geo are the "Qualified Persons" who have reviewed and are responsible for the accuracy of the technical content of this press release.

About Prosperity

Prosperity's principal business is to continue exploration and drilling at its Kiyuk Lake gold property in southern Nunavut with the objective of defining a gold resource and the continued exploration of its Whiskey gold property located in the White Gold District, northwest Yukon.

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

ON BEHALF OF THE BOARD OF PROSPERITY GOLDFIELDS CORP.

R. Bruce Duncan. President and CEO

ON BEHALF OF THE BOARD OF SMASH MINERALS CORP.

Adrian W. Fleming, CEO

PPG.V - the company SSH.V is merging with just came out with news!

Prosperity Goldfields Commences Spring Drill Program at Kiyuk Lake Project
VANCOUVER, BRITISH COLUMBIA--(Marketwire - March 27, 2012) - Prosperity Goldfields Corp. (TSX VENTURE:PPG) ("Prosperity Goldfields" or the "Company") is pleased to provide an update on its 100% controlled Kiyuk Gold Project in Nunavut.

Spring Drilling Program

On March 21st, 2012, Prosperity Goldfields commenced a Spring 2012 program of diamond core drilling at the Kiyuk Lake Project. The drill is currently positioned over the "Rusty" showing targeting the down-dip extension of gold mineralization previously identified during the Company's Summer 2011 drill program where hole RU11-001 returned an average gold grade of 1.7 g/t Au from the collar to the end of the hole at 157.6m, including 3.27 g/t Au over 52.4m starting at the surface (see news release dated September 15th, 2011).

A total of 3,000 metres is planned for the Spring Program scheduled to be completed in May 2012. The objectives of this Spring Program are to follow-up on encouraging results from the Summer 2011 drill program that included the following from the Rusty, Gold Point and Cobalt showings:

read more here:

http://tmx.quotemedia.com/article.php?newsid=49759284&qm_symbol=PPG

Two heads are better than one, the combined amalco will have multiples of projects in the works, $8 Million in working capital and a total of 58Mil shares outstanding! Expecting updates to hit on all ends!

2future4u - I agree with rlfb06 that the 1.6 : 1 share arrangement is a puzzle, what this was based upon, it almost appears to have simply been relative market cap. The most recent monthly from Hard Rock Analysts disclose that this was proposed by them to SSH, that they are to receive finders for it, and that they are supportive. They indicate that the combined company will have treasury sufficient for the next programs at both projects, a fact I doubt can be easily verified.
I was glad to see Adrian Fleming who was instrumental in breaking the ice on the Yukon with Shawn Ryan, started and finished Underworld, will remain as CEO but the combined company will also keep Quinton Hennigh who has a long history with the Kiyuk property.
The pps for SSH reacted pretty negatively on the day of announcement but now it appears the market has reconsidered, and the pps of the two has adjusted to the 1.6 : 1 ratio.

2future4u,

From the release -
Prosperity Goldfields President & CEO, R. Bruce Duncan stated, "The proposed business combination of Prosperity and Smash represents a major positive development for the shareholders of both companies. It will greatly strengthen the treasury of the combined company and will thereby support an aggressive exploration and drilling program at Kiyuk, where strong drill results have only begun to test numerous well-defined targets occurring along a 24 km strike length of gold-bearing strata in the Kiyuk Basin. Mr. Duncan further stated, "The transaction, if completed, will bring together a strong exploration team from Smash with significant exploration experience in northern Canada which, together with the continued geological input from Dr. Quinton Hennigh and a combined expertise in permitting, should enable the combined company to take the exploration and drilling at Kiyuk to the next level of discovery."

"The proposed business combination of Smash and Prosperity will bring enhanced value to Smash shareholders by broadening our exposure with a second gold exploration play that has already returned solid drill results," stated Adrian Fleming, President of Smash Minerals. "I also look forward to the technical input of Quinton Hennigh, a geologist with an enviable track record of discoveries."

Prosperity Goldfield's 100% owned Kiyuk Lake gold property in southern Nunavut is located 100km northeast of the four corners of Saskatchewan, NWT, Manitoba and Nunavut. The property consists of 50 claims covering an area of 430 km2. Gold showings were first recognized in 1992. Newmont explored and drilled the property from 2006 to 2008 but the drilling was not successful. Quinton Hennigh brought the property to Evolving Gold Corp. in 2009 and it was subsequently vended to Prosperity and listed in February 2011. Prosperity's first drilling program in 2011 included 14 holes for a total of 2600 m's, which returned encouraging results from three separate targets. At the Rusty Target hole 1 returned 157.6m at 1.7g/t Au from the surface including 30.5m at 4.9g/t Au from 5.2m. At the Gold Point Target hole 3 returned 63.6m at 2.84g/t Au from 148.6m. Additional aggressive exploration and drilling is planned to commence in March 2012.

As Prosperity has only one property (Kiyuk) per their website and no updated financials, it's speculation on my part. Kiyuk had some intersting findings at length, enough for Smash to agree to combine forces. Smash has a decent cash position and expertise. The share arrangement is still puzzling to me.

RL

SSH.V netted +8.7% on the close yesterday but the stock is picking up the pace this AM as well. Waiting for news on amalgamation process to hit. Can you please bring me up to speed a little, trying to put pieces together. Thanks!

gharma,
I am also interested in the thought process behind the 1.6:1. No clue.

RL

I watched the sizable interest in Prosperity when it was listed early last year and looked into the property at that time, and noticed the results from the limited drill program this past year. Large property in a fairly unexplored (save for U) area with infrastructure issues and need for proving up was my read at that time.
I was very glad to see that although it appears Smash is being absorbed into Prosperity Adrian will be the lead person after the amalgamation.
I would be interested in seeing the logic behind the 1:1 Prosperity and 1.6:1 Smash - it is clearly not based on current market cap and it is hard to base on project values at such early stages.

Smash Minerals Corp. and Prosperity Goldfields Corp. Announce Proposed Business Combination

http://www.stocknetwork.com/news_item/pop/47301927/SSH:CA

Smash Minerals Corp. Completes Updated Technical Report



Smash Minerals Corp. Completes Updated Technical Report



VANCOUVER, BRITISH COLUMBIA--(Marketwire - Dec. 19, 2011) - Smash Minerals Corp. (TSX VENTURE:SSH) ("Smash" or the "Company") announces the completion and filing on SEDAR of an updated National Instrument 43-101 technical report for its Whiskey Property dated effective December 12, 2011 (prepared by Revelation Geoscience Ltd.) (the "Report").

The Report incorporates the results of the Company's 2011 exploration program most recently reported in the Company's news release of October 20, 2011.

The Company executed an extensive multi-phase, multi-disciplinary exploration program from May to October 2011. Work conducted on the Whiskey Property included: property-scale geological mapping and structural studies; prospect and local-scale mapping and prospecting; collection of 1,819 grab rock samples; collection of 19,511 soil samples including ridge-and-spur and grid soil samples; on-site XRF analysis of all grid soil samples collected; a two-phase stream sediment sampling program focusing on all catchment areas within the Whiskey Property to a maximum of 20 square kilometres; airborne magnetic and radiometric geophysical survey covering the entire property; mechanized trenching covering 2,500 line-metres over 83 trenches and collection of 1,295 channel samples, including trench reclamation; and a diamond drill program consisting of eight holes totalling 1,665.9 metres. The 2011 exploration program has confirmed the presence of gold and silver mineralization in bedrock on the Property.

The Report recommends a program of exploration for continued assessment of Smash's Whiskey Property entailing an expenditure of up to $3 million in 2012. The principal objective of the recommended 2012 program is drill testing of high priority targets located within an interpreted structurally controlled hydrothermal system centered in the north eastern portion of the Property. Mid-summer season diamond drilling should commence at the Highland Park, Stranahan's and Tullamore Dew targets once sufficient surface trenching and detailed geological mapping have been completed to allow for drill targeting.

Smash Minerals CEO Adrian Fleming commented, "The objective of the 2011 field program was to systematically assess the entire 4,177 claim property which extends over 60 kilometres and within which there had been no previous systematic exploration. The fact that Smash's technical team achieved this objective, defined targets that were drill tested and defined additional targets that have warrant drill testing is a testament to their ability, enthusiasm and hard work. We eagerly look forward to the 2012 field program and the results of additional drilling."

Phil Smerchanski, P.Geo., Principal Consultant, Revelation Geoscience Ltd. is a Qualified Person and has reviewed the technical content of this press release.

The technical report, additional information on the Whiskey Property and maps displaying Smash Minerals' results to date and the identified drill targets can be viewed on the company website at Home - Smash Minerals.

ON BEHALF OF THE BOARD

Adrian W. Fleming, CEO and Director

Hi web, could you please send me private message with your email-if you don´t mind? I would like to know a bit more about some people I really highly respect on ihub, which is not much convenient in public-recently I and Onta exchanged several emails f.i..... This stock is interesting and at good price now.

Thanks much. I enjoyed the choice of music. Placement, bargain opportunities around and the viewpoint of scouting other projects . . . patience on NewCo with a good anchor and deliberate steps.

New video with CEO and President Adrian Fleming. Check out what Adrian has to say about what is in store for Smash in the coming months. Click here to watch

SSH CEO Video Presentation


From this year's Subscriber Investment Summit, CEO Adrian Fleming gives a presentation on Smash Minerals.

WATCH HERE

If you like pure exploration risk, with good property and mgmt, and extremely tight share structure, this is now as close to a low pps as it has hit since going public. One has to figure that, being early to the party they had time to look around and choose their next property well before it was down to bidding on the scraps.

I heard about this one from a segment on the korelin economics report. Talking about some yukon plays this summer and how smash had one of the largest landholdings in the yukon and the property is due east to the one the mgmt team discovered that was bought by barrick.

Hi Web, looks interesting. I am not invested yet, but I like your Due Dilligence. Its all bookmarked and I am ready to jump.

nennwert

SMASH MINERALS CLOSES $7,749,049 PRIVATE PLACEMENT

August 4, 2011

TSXV Symbol: SSH



Smash Minerals Corp. (the “Company”), announces that it has closed its brokered private placement (previously announced in its news release of June 27, 2011) and issued an aggregate 6,779,690 common shares (4,202,500 flow-through common shares at $1.20 per common share and 2,577,190 non-flow-through common shares at $1.05 per common share) for gross proceeds of $7,749,049.50 (the “Private Placement”).

The Company engaged NCP Northland Capital Partners Inc. (the “Agent”), together with Fraser Mackenzie Limited and Fox Collins Securities Inc. as selling group members, to act as its agent in connection with the Private Placement. The Company paid commissions of up to 7% of the gross proceeds of the Private Placement, and issued compensation options (the “Compensation Options”) to the Agent, members of the selling group and certain finders to acquire up to 474,578 common shares of the Company at a price of $1.20 per share until February 4, 2013.

All of the common shares issued under the Private Placement, including the Compensation Options, and all of the common shares issuable upon exercise of the Compensation Options are subject to statutory and TSX Venture Exchange imposed resale restrictions expiring on December 5, 2011.

The proceeds of the Private Placement will be used to accelerate the advancement of the Company’s gold exploration project – the Whiskey Property in the Yukon.

http://www.smashminerals.com/investor-relations/news/smash-minerals-closes-7-749-049-private-placement/

Intierra Mapping White Gold District Map



Claims Map

Smash Minerals’ project area consists of 4,177 claims in the White Gold District south of Dawson City, Yukon, Canada. The area was optioned from Shawn Ryan and is located immediately east of property formerly held by Underworld Resources, now owned and being explored by Kinross Gold. The Smash claims extend over a distance of 60 kilometres and encompass six active placer gold mining operations in Black Hills Creek and Barker Creek. Smash’s property is one of the largest claim blocks in the White Gold District. Despite there being active placer gold mining operations in this area since the early 1900’s no systematic hard rock exploration has been carried out on the Smash area.

As a result of the White Gold discovery in 2008, Smash has an enviable knowledge of the geology and controls to gold mineralisation in the White Gold District. It is this intellectual capital that Smash will bring to the large claim block it has begun to explore. A number of the key identified fingerprints to gold accumulation in the White Gold District are observed to be present in the Smash property. This has allowed Smash to prioritise areas on which to focus its initial exploration work in Summer 2011.

The methodology Smash is using to explore the property is similar to that which has already led to two significant gold discoveries in the White Gold District, at Golden Saddle by Underworld Resources in 2008 and at Coffee by Kaminak Gold in 2010. In each case systematic soil geochemistry led to new hard rock gold discoveries.

There is no guarantee that Smash will be successful in finding a third gold deposit but the several features which characterise the Golden Saddle and Coffee discoveries have already been identified on the Smash property.




The Company completed the first phase of exploration over the entire property in 2010. This consisted of 7,146 ridge and spur soil samples. Once assays results for gold and thirty-two other elements were received from these samples field follow up was undertaken in September 2010 of the several locations where anomalous gold or pathfinder elements were returned. Three areas were found to exhibit geochemical plus alteration and mineralization features similar to that which characterise the Golden Saddle and Kaminak deposits.

Smash commenced its summer 2011 exploration program early in May. A new camp for up to 30 people was built on Black Hills Creek adjacent to an all weather airstrip. By mid May the program was well underway with geologists on site and a full complement of support staff. A helicopter is based full time at the Whisky Camp to transport mapping, sampling and trenching teams into the field each day.

http://www.smashminerals.com/the-project/

Smash Minerals (SSH:TSXV) Initiating Coverage

The following editorial is extracted from June 2011-2 Issue of Resource Opportunities

Smash has one of the largest property positions in the White gold district, the focal point of Yukon gold exploration. Far more important than the extent of that property package is the story behind the property and the amount of work that has already been completed. Smash is headed by Adrian Fleming, the veteran geologist who headed Underworld Resources, the company that made the initial discovery in the district in 2008 and touched off the gold rush.

The Underworld claims were optioned from Shawn Ryan and Cathy Wood. Those prospectors had begun systematic soil sampling in the area in 2004. Fleming and the Underworld geological team sorted through the geochemical results with the prospectors. After adding in some regional geological interpretations, they selected the Golden Saddle area as the focal point for an exploration effort. Drilling confirmed the soundness of the combined prospecting and geological approach, discovering what would soon become a 1.4 million ounce deposit.

Underworld shareholders enjoyed a big payoff when Kinross bought the company in 2010. The prospectors were presented the prestigious 2010 Canadian Prospector of the Year award in recognition of their work leading up to the Golden Saddle discovery. Smash was set up with the intent of repeating the Underworld success. Adrian Fleming again joined forces with Cathy Wood and Shawn Ryan. The geological interpretations that helped in the Underworld discovery provided further guidance in the selection of areas to sample.

Adrian and other former Underworld geologists again worked with the prospectors to select areas were soil sampling had turned up promising results in suitable geological settings. A large block of claims was optioned from Shawn Ryan and then extended through staking. Smash now holds mineral rightsextending for 846 square kilometers.

Smash is newly listed as a public company. However the properties have already had the benefit of two field seasons of work. Fieldwork by Smash geologists has followed up on the favorable geochemical results. That work has already identified three prioritized targets with similar geology (alteration and mineralization) to the Underworld Golden Saddle zone.

The Smash initial public offering earlier this year brought in C$6 million at C$0.80 the share. That money is funding an aggressive C$4.3 million summer exploration program. That program will involve drilling the three targets already identified while continuing the geochemical sampling and other reconnaissance work on the extensive property package. In anticipation of extending the program, the company is now raising a further C$10 million at C$1.05 per share and C$1.20 per flow-through share.

Smash may appear expensive for an early stage exploration company. However, it is important to remember that the company is already two years into an exploration program and that program is directed by the geological talent that generated the discovery that kicked off the Yukon gold rush.

With a relatively small number of shares outstanding the company has a modest market capitalization. Smash offers one of the largest land packages, the most successful geological team and multiple drill programs for this summer.

Price June 28, 2011: C$1.23 Shares Outstanding: 17 million Fully Diluted: 19 million Market Cap: C$20.9 million Contact: Investor Relations 1-855-237-6274 www.smashminerals.com

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