Prize Mining Corporation Announces Non-Brokered Private Placement

CALGARY, ALBERTA--(Marketwired - May 21, 2015) -

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

Prize Mining Corporation (TSX VENTURE:PRZ.H) (the "Corporation" or "Prize") is pleased to announce a non-brokered private placement for gross proceeds of up to $500,000 through the issuance of up to 10,000,000 units (the "Units") with a subscription price of $0.05 per Unit (the "Offering"). Each Unit will consist of one common share in the capital of the Corporation (a "Prize Common Share") and one-half of one transferable share purchase warrant (the "Warrants"). Each whole Warrant will be exercisable into one Prize Common Share (a "Warrant Share") at a price of $0.25 per Warrant Share for a period of 12 months from the closing date of the Offering (the "Warrant Expiry Date"). Subject to the satisfaction of certain conditions, including that the Prize Common Shares are then listed on the TSX Venture Exchange ("TSX-V") and receipt of TSX-V approval, the Warrant Expiry Date will be deemed to be the 24 month anniversary date of closing date of the Offering.

In connection with the Offering, certain arm's length parties may receive aggregate finder's fees equal to 10% of the gross proceeds of the Units that are sold to subscribers introduced by such parties, payable one-half in each of cash and Prize Common Shares. The finder's fee payment is subject to the approval of, and will be issued in accordance with, the rules of the NEX and the TSXV (collectively, the "Exchange").

The Corporation does not anticipate any new insiders will be created, or that a change of control will occur as a result of the Offering. The securities to be issued under the Offering will be subject to a hold period of four months and a day from the closing date of the Offering in accordance with the rules and policies of the Exchange and applicable Canadian securities laws. Certain insiders of the Corporation may acquire Units under the Offering.

The Corporation anticipates using the proceeds from the Offering for general working capital and costs associated with the due diligence review of businesses and negotiation of business combination agreements with owners of businesses that the Company seeks to acquire.

Prize has been and continues to review and consider several opportunities for business combinations that may result in its reverse takeover by the owners of those businesses. Presently, Prize is in the latter stage of its due diligence review three opportunities with businesses who are in various industry sectors, ranging from mineral exploration to environmental management. In this regard, Prize has completed its preliminary review in respect of GreenScience Technologies Inc. ("GreenScience") and Prize is optimistic that a binding agreement that would provide for the business combination of Prize and GreenScience can be negotiated and executed. In addition to the GreenScience opportunity, Prize is in advance discussions with the owners of a fully permitted and in production gold facility in South America as well as the owners of Frac Sand opportunities located in North America. There is no certainty that agreements will be entered into with the owners of any of these businesses.

About GreenScience

GreenScience holds a number of pending patents on a new method of environmentally sustainable organic waste recycling processes. The technology was created to fill a growing and vital need with the ever increasing difficulty faced in addressing the global food security issue and the disposal of organic waste. The first to world market proprietary technology converts ANY organic waste into a high value, high quality soil amendment that significantly increases soil fertility and crop yields. The market for organic waste diversion is large and growing, as is the need for soil improvement worldwide. This technology is fully scalable from large office or apartment buildings to municipal organic waste conversion. Applications also apply to health services industry, food processing, agricultural, farming, restaurant and industrial organic waste problems.

It is widely recognized that all levels of society have failed to address the growing problem with waste disposal. Even with recent advances in recycling and green box disposal, organic based waste still accounts for 40% of the waste stream and is still the largest problem, with up to 85% still going to landfill (City of Toronto, 2009). This is unsustainable and widely considered short sighted.

The 100% owned technology developed, tested and proven by GreenScience addresses these burgeoning global problems. The process focuses on organic waste and contains a small carbon footprint, all the while converting the waste into one of the world's finest soil amendments. It produces no other by-products, no pollution, noise or odour. The solution is decentralized, eliminating the need for long distance trucking and dangerous land use, and is fully scalable from one tonne per day and up. The GreenScience system is a sustainable, responsible and elegant solution in the world of repurposing of organic residuals. We, as a society, can no longer afford to waste our waste.

Bryson Goodwin, President of Prize, stated: "Organic, sustainable environmentally friendly technology within the waste industry is a disruptive and socially profitable technology! I love this technology and everything it accomplishes. To find a corporate fit with a company that holds this proven and tested technology is a great potential win and perfect opportunity for our shareholders. I am very excited by this opportunity and what it represents both locally and globally."

Feisal Somji, Chairman and CEO of Prize, stated "The Use of Proceeds from this financing will allow Prize to move one of the three current opportunities forward. We feel this is the right time in respect to general market conditions to be aggressively developing a business that results in short term cash flow within an industry that sees a healthy multiple on their earnings. The GreenScience business, as are the others, are opportunities one rarely seen in junior markets; the ability to get involved in a revolutionary growth industry at its inception."

About Prize

Prize is a Calgary based issuer incorporated under the laws of Alberta and is listed on the NEX board of the TSXV. Prize is engaged in the review, consideration and development of opportunities beneficial to shareholders.

All information provided in this press release relating to GreenScience has been provided by management of GreenScience and has not been independently verified by management of the Corporation. As the date of this press release, the Corporation does not have a binding agreement with GreenScience and readers are cautioned that there can be no assurances that a binding agreement will be completed.

ON BEHALF OF THE BOARD OF PRIZE MINING CORPORATION

Feisal Somji

Chairman and CEO

Forward-Looking Information

This news release may contain certain forward-looking information. All statements included herein, other than statements of historical fact, are forward-looking information and such information involves various risks and uncertainties. In particular, this news release contains forward-looking information regarding the Offering, the use of proceeds of the Offering and the current potential business opportunities of the Corporation. There can be no assurance that such forward-looking information will prove to be accurate, and actual results and future events could differ materially from those anticipated in such forward-looking information. This forward-looking information reflects the Corporation's current beliefs and is based on information currently available to the Corporation and on assumptions the Corporation believes are reasonable. These assumptions include, but are not limited to: Exchange acceptance of the Offering; market demand for, and market acceptance of the Offering. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, levels of activity, performance or achievements of the Corporation to be materially different from those expressed or implied by such forward-looking information. Such risks and other factors may include, but are not limited to: general business, economic, competitive, political and social uncertainties; capital market conditions and market prices for securities and junior market securities; the actual results of the Corporation's business operations; competition; changes in legislation, timing and availability of external financing on acceptable terms. Additional assumptions used to develop such forward-looking information and a description of risk factors that may cause actual results to differ materially from forward-looking information can be found in the Corporation's disclosure documents on the SEDAR website at www.sedar.com. Although the Corporation has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. Accordingly, readers should not place undue reliance on forward-looking information. The Corporation does not undertake to update any forward-looking information except in accordance with applicable securities laws.

This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities described herein in the United States. These securities have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws, and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

Neither 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.