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Share Name Share Symbol Market Type
TSXV:PPG TSX Venture Common Stock
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Smash Minerals Corp. and Prosperity Goldfields Corp. Execute Definitive Amalgamation Agreement

02/02/2012 1:00pm

Marketwired Canada


Smash Minerals Corp. ("Smash") (TSX VENTURE:SSH) and Prosperity Goldfields Corp.
("Prosperity") (TSX VENTURE:PPG) are pleased to announce that the parties have
now executed a definitive business combination agreement (the "Agreement") in
respect to the proposed transaction (the "Transaction") first announced by the
parties on January 5, 2012. The parties to the Transaction act at arm's length.


Assuming completion of the Transaction, which will be completed by the
amalgamation (the "Amalgamation") of the parties, the amalgamated entity will
own rights to 100% of the interests in two prospective resource projects in
Nunavut and the Yukon encompassing 1,276 km2 with approximately C$8M in working
capital to execute 2012 drill programs on both projects with an experienced and
successful technical and management team with relevant experience in both
project areas.


Details of Business Combination

Pursuant to the Agreement, Smash and Prosperity have agreed, subject to certain
standard conditions, to amalgamate to form a new company ("Amalco"), to be known
as Prosperity Goldfields Corp. 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. All warrants and options of Prosperity and all warrants of Smash
outstanding on the closing date of the Transaction will be converted into
warrants and options of Amalco on the same ratios.


Upon completion of the Transaction, the combined company (Amalco) will have
approximately 58,557,466 issued and outstanding common shares and Prosperity and
Smash will own approximately 74% and 26% of the combined company, respectively.
The terms of the Transaction have been unanimously approved by the boards of
directors of both Prosperity and Smash and will be described in a Joint
Management Information Circular of Prosperity and Smash to be filed with
regulatory authorities and mailed to Prosperity and Smash shareholders in
accordance with applicable securities laws. 


In connection with the Transaction, officers, directors and certain shareholders
of Prosperity, who hold approximately 60.8% of Prosperity's common shares, and
officers, directors and certain shareholders of Smash, who hold approximately
30.9% of Smash's common shares, have entered into lock-up and support agreements
under which they have agreed to vote in favour of the Transaction.


The Agreement includes a commitment by both Prosperity and Smash not to solicit
alternative transactions to the proposed Transaction and the parties have agreed
to pay the other party a break fee of $500,000 in certain circumstances


The closing of the Transaction is scheduled to be completed on or before April
13, 2012 and is subject to the usual conditions precedent in this type of
transaction, including the receipt of shareholder and regulatory approval. In
respect to shareholder approvals, it is anticipated that each of Smash and
Prosperity will hold special meetings of its shareholders on March 30, 2012. 


Prosperity Goldfields President & CEO, R. Bruce Duncan stated, "We are pleased
to have entered into a definitive business combination agreement with Smash and
look forward to securing regulatory and shareholder approval to our propsed
transaction. As stated previously, the proposed transaction 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, "As I have commented before, 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." 


"We are pleased to have executed the definitive agreement for our proposed
transaction. The proposed amalgamation 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."


Prosperity's 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 2.84 g/t Au from 148.6m. Additional aggressive
exploration and drilling is planned to commence in March 2012.


Smash's Whiskey Project, located in Yukon's White Gold District, encompasses 846
km2 including the placer gold rich Black Hills and Barker Creeks. Smash 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
km2; 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.


Smash anticipates a 2012 program of drill testing high priority targets located
within an interpreted structurally controlled hydrothermal system centered in
the north eastern portion of the Whiskey 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. 


Adrian Fleming and Quinton Hennigh are Qualified Persons who have reviewed the
technical content of this press release for Smash and Prosperity respectively. 


About Prosperity

Prosperity's principal business is the acquisition, exploration and development
of resource properties for the mining of precious metals. Prosperity acquired
the option to purchase the mineral claims comprising the "Kiyuk Property" near
Nueltin Lake in Nunavut. Prosperity's principal objective is to explore the
Kiyuk Property. 


About Smash

Smash Minerals principal business is the acquisition, exploration and
development of gold projects principally located in Canada. Smash owns an option
to purchase a 100% interest in the Whiskey Project within the gold rich White
Gold District, Yukon Territories, Canada.  


ON BEHALF OF THE BOARD OF SMASH MINERALS CORP.

Adrian W. Fleming, CEO 

ON BEHALF OF THE BOARD OF PROSPERITY GOLDFIELDS CORP.

R. Bruce Duncan, President and CEO

This press release includes "forward-looking statements" including forecasts,
estimates, expectations and objectives for future operations that are subject to
a number of assumptions, risks and uncertainties, many of which are beyond the
control of Smash Minerals Corp. and Prosperity Goldfields Ltd. Statements
regarding mineral exploration operations and objectives are subject to risk,
including, but are not limited to, exploration and geologic risk, inflation and
costs of goods and services, property title issues and regulatory approvals.
Investors are cautioned that any such statements are not guarantees of future
performance and that actual results or developments may differ materially from
those projected in the forward-looking statements. Such forward-looking
information represents management's best judgment based on information currently
available. No forward-looking statement can be guaranteed and actual future
results may vary materially. There is no assurance that the amalgamation between
the companies will occur on the terms proposed, or at all. Neither Smash
Minerals Corp. or Prosperity Goldfields Corp. assumes the obligation to update
any forward-looking statement, except as required by applicable law.


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