Along with the acquisitions, Prosperity plans to consolidate its shares on a 5-1 basis, change its name to Northern Empire Resources Corp. and complete a C$1 million non-brokered private placement financing.

The re-organized company will adhere to a “project generator” business model, in which it will seek project partners to bear the financial risk associated with exploration in return for a project interest.

In order to successfully execute the project generator business model, Northern Empire Resources has assembled a leadership team with a track record of mineral discoveries, experience managing large-scale exploration programs on or under budget, a deep pool of contacts in the exploration and mining community, and access to capital.

John Robins, slated to be chairman of Northern Empire, said, “Forming a new venture in the current market conditions may seem counterintuitive, however, we believe that these challenging times are creating unprecedented buying opportunities in the sector. Northern Empire’s mandate will be the identification and low-cost acquisition of high-value assets.”

Upon completion of the acquisitions, the company’s board of directors and officers will be comprised of the following individuals:

Robins, the incoming chairman of Northern Empire, has 25 years of experience as an independent exploration geologist and entrepreneur. In 1988, he founded Hunter Exploration Group, one of Canada's most successful private exploration companies. In 2008, Robins was recognized for his achievements in mining exploration by the Association for Mineral Exploration British Columbia with the H.H. “Spud” Huestis Award. Mr. Robins has also been active in the founding, and/or serving on the board, of several successful public exploration and development companies, including Grayd Resources Corp. (acquired by Agnico-Eagle Mines Ltd. for C$275 million in 2011) and Kaminak Gold Corp.

Adrian Fleming, the current president of Prosperity Goldfields, will serve as CEO, vice president of exploration and director of Northern Empire. Fleming is a geologist with 35 years diversified experience including exploration, project development and operations of mining projects. He has played significant roles in discoveries at Porgera, PNG; Big Bell, Australia; Gross Rosebel, Suriname; and Hope Bay, Nunavut. He was CEO of Underworld Resources Inc. (White Gold discovery in the Yukon), which was acquired by Kinross Gold Corp.

Jim Paterson, who has 17 years of corporate experience with several North American publicly traded companies, will be appointed as a director of Northern Empire. Since January 2010, Paterson has been involved as an executive or as an active director of companies that have raised in excess of C$175 million in equity financings. He was the founder of Corsa Capital Ltd., is the CEO of Kivalliq Energy Corp., and serves on the board of Kaminak Gold Corp.

Darryl Cardey, a director of Prosperity Goldfields, will continue as director and secretary of Northern Empire. Cardey is a chartered accountant and partner with CDM Capital Partners, a private company focused on venture capital financing, merger and acquisitions and financial restructuring. He has been involved in the mining industry for several years and is co-founder of a number of successful ventures, including Underworld Resources.

Vivien Chuang, a Chuang is a chartered accountant with several years of experience in the resource and mining sector, is to serve as CEO. She previously worked at PricewaterhouseCoopers LLP and Charlton & Company. Chuang is also CFO of a number of other junior public companies.

“Our team has a solid track record in project generation and wealth creation, thus we believe Northern Empire is very well positioned to capitalize and reward our shareholders by investing in the sector now,” said Robins.

To acquire the Richardson Property, Prosperity has agreed to issue 1 million post-consolidated common shares; grant a 3 percent net smelter royalty; and make advanced royalty payments of C$4,000 per month beginning November 2016 to Northern Empire Minerals Inc. (a private company controlled by Robins).

To acquire the Eric Lake and Noomut River properties, Prosperity has agreed to issue Hunter Exploration Group 3 million post-consolidated common shares.

Upon the approval and close of the transaction, Northern Empire will hold three gold projects in Nunavut and one in Alaska with plans to take advantage of the current depressed market conditions to grow the portfolio by acquiring projects with low-entry and low holding costs.

The Richardson property is located immediately north of the Richardson highway, about 70 miles (115 kilometers) southeast of Fairbanks, Alaska. The property, covering roughly 28,000 acres (11,300 hectares), is accessed by gravel and dirt roads and trails, a legacy of nearly 100 years of intermittent placer gold production. Based on preliminary field, laboratory and literature studies completed to date the Richardson property hosts at least three distinctly different styles of intrusive-related gold mineralization.

Rock samples taken by previous operators from the Hilltop prospect returned gold grades from 0.1 to 55.5 grams per metric ton gold as well as values of silver-gold and bismuth-gold typical of proximal intrusion related gold deposits such as Pogo and Fort Knox.

The Eric Lake property is about 2,090 hectares (5,165 acres) in size and is situated in southern Nunavut. Historical work has identified gold mineralization over a thickness of up to 17 meters (Sinclair, 1968) hosted mainly within the amphibolite unit or at the contact with the meta-rhyolite. Mineralization consists of gold hosted mainly within sulfide-bearing quartz veins within the silicified amphibolite. Some of the more significant results from historical diamond drilling conducted at the Eric Lake occurrence include: 8.69 g/t gold over 6.58 meters core length in hole 67-01, 9.21 g/t gold over 7.32 meters core length in hole 67-2, 17.53 g/t gold over 5.49 meters core length in hole 68-3 and 29.62 g/t gold over 3.2 meters core length in hole 87-18.

Thunderstruck Resources Ltd. has an option to acquire 60 percent of the Eric Lake property. Detailed information on the option agreement terms with Thunderstruck and a summary of historic exploration activities and results from the Eric Lake property can be found in “Technical Report for the Eric Lake Property, southern Nunavut, Canada,” by Apex Geoscience Ltd., as filed under Thunderstruck’s SEDAR profile on May 5.

The Noomut River property covers 18,473 hectares (45,647 acres) and is also situated in southern Nunavut. The Noomut River property hosts a number of historic gold occurrences including, the Ironside, Napartok and Esker III occurrences. Gold mineralization on the property occurs in a variety of rock types including iron formation, mafic volcanics and sediments and appears to be structurally controlled and associated with quartz veins, silicification and sulfides including one or more of pyrite, pyrrhotite and arsenopyrite. Highlights from a 1996 drill program included: hole 96‐1, which yielded 5.75 g/t gold over 3 meters of core length; hole 96‐6, which yielded 18.3 g/t gold over 3 meters of core length and hole 96‐7, which yielded 9.2 g/t gold over 2.5 meters of core length.

Twyford Ventures, Inc. has an option to acquire 60 percent of the Noomut River property. Detailed information on the option agreement terms with Twyford and a summary of historic exploration activities and results from the Noomut River property can be found in “Technical Report for the Noomut River property, southern Nunavut, Canada,” by Apex Geoscience Ltd., filed on Twyford’s SEDAR profile on May 2, 2012.

Kiyuk Lake, a gold property already a part of Prosperity’s portfolio, is also located in southern Nunavut. A 14-hole drill program completed by Prosperity in 2011 discovered strong gold intersections at three separate locations. Drill intersection highlights were as follows; Cobalt Discovery 32.1 meters at 2.41 g/t gold, Gold Point Discovery 63.6 meters at 2.8 g/t gold and Rusty Discovery 52.4 meters at 3.3 g/t gold. Of significance was that the Rusty intersection began at a depth of 5 meters.

A 12-hole program completed in 2012 confirmed earlier results at the Rusty discovery with intercepts of 61.5 m at 3.3 g/t gold from surface and for a distance along strike of at least 250 meters. A new gold discovery, Amundsen, was also identified with an intercept of 42.4 metes 1 g/t gold.

Results from a spring program in 2013 include 35.9 meters of 4.95 g/t gold at the Rusty zone.

The proceeds of a C$1 million non-brokered private placement will be used to fund Northern Empire’s project generation work and to fund on-going property maintenance costs.