Northern Empire Resources Corp

Northern EmpireResources Corp.

Applying Sound Business Principles to

Mineral Exploration

DisclaimerThe information contained in this presentation (“Presentation”) is being offered by Prosperity Goldfields Corp. (to be renamed “Northern Empire Resources Corp.”, and herein referred to as the “Company”) for information purposes only. This Presentation pertains to certain mineral property interests proposed to be acquired by the Company. This Presentation is confidential, and is not for release, distribution or publication into or in the United States or any other jurisdiction where applicable laws prohibit its release, distribution or publication.

Purchasing securities of the Company should be considered a risky investment as the securities are speculative in nature and are appropriate only for investors who are prepared to have their money invested for a long period of time and have the capacity to absorb a loss of some or all of their investment.

This Presentation is not a prospectus, offering memorandum, advertisement, or solicitation and does not constitute or form part of, and should not be construed as, an offer or invitation to sell or any solicitation of any offer to purchase or subscribe for any securities of the Company in Canada, the United States or any other jurisdiction. Neither this Presentation, nor any part of it nor anything contained or referred to in it, nor the fact of its distribution, should form the basis of or be relied on in connection with or act as an inducement in relation to a decision to purchase or subscribe for or enter into any contract or make any other commitment whatsoever in relation to any securities of the Company. No representation or warranty, expressed or implied, is given by or on behalf of the Company, its directors and affiliates or any other person as to the accuracy or completeness of the information or opinions contained in this Presentation; and no liability whatsoever is accepted by the Company, its directors and affiliates or any other person for any loss howsoever arising, directly or indirectly, from any use of such information or opinions or otherwise arising in connection therewith. No investment advice is offered or deemed to be offered under the Presentation, and any prospective investor should consult with his own legal, investment, accounting and tax advisors for determination of, among other things, suitability of investing in securities of the Company.

This Presentation does not constitute a recommendation regarding the Company or an investment therein. The Company has not been and will not be registered under the United States Investment Company Act of 1940, as amended or the US Securities Act of 1933, as amended.

The contents of this Presentation are confidential and may not be copied, distributed, published or reproduced in whole or in part, or disclosed or distributed by recipients to any other person. No reliance may be placed for any purpose whatsoever on the information or opinions contained in this Presentation or on its completeness, accuracy or fairness. Readers should not treat the contents of this Presentation as advice relating to legal, taxation or investment matters, and must make their own assessments concerning these and other consequences of the various investments, including the merits of investing and the risks. Readers are advised to consult their own personal legal, tax and accounting advisors and to conduct their own due diligence and agree to be bound by the limitations of this disclaimer.

Certain statements, beliefs and opinions in this Presentation (including any financial projections) are forward-looking, which reflect the Company’s current expectations and projections about future events. By their nature, forward-looking statements involve a number of risks, uncertainties and assumptions that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. These risks, uncertainties and assumptions could adversely affect the outcome and financial effects of the plans and events described herein. Forward-looking statements contained in this Presentation regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. The Company does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Readers should not place undue reliance on forward-looking statements, which speak only as of the date of this Presentation.

Completion of the Company’s acquisition of the mineral property interests referred to in this Presentation is subject to a number of conditions, including TSX Venture Exchange acceptance. There can be no assurance that the Acquisition will be completed as proposed or at all.

Trading in the securities of the Company should be considered highly speculative. The TSX Venture Exchange has in no way passed upon the merits of the proposed mineral property acquisitions and has neither approved nor disapproved the contents of this Presentation.

The geological data in this Presentation is not based on a technical report prepared in accordance with National Instrument 43-101 (“NI 43-101”), but has been reviewed by a qualified person in accordance with NI 43-101 on behalf of the Company.

Northern Empire Resources Corp. 2

Investors Rights of RescissionThe following statutory rights of action for damages or rescission will only apply to a purchase of securities of the Company in the event that this Presentation is deemed to be an offering memorandum pursuant to applicable securities legislation in the Provinces of Ontario, Saskatchewan, Nova Scotia, New Brunswick, Manitoba, Prince Edward Island, Newfoundland and Labrador, and the Territories (the “Jurisdictions”). Additional statutory rights arise in connection with “sales literature” in certain Jurisdictions.

These remedies, or notice with respect thereto, must be exercised or delivered, as the case may be, by the purchaser within the time limits prescribed by the applicable provisions of securities legislation of the Jurisdictions. Where used in this section, “misrepresentation” means an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made.

The following summaries are subject to the express provisions of the securities legislation of the Jurisdictions. Purchasers should refer to the securities legislation of the Jurisdictions for the complete text of these rights or consult with a legal adviser.

Generally, where an offering memorandum that contains a misrepresentation is delivered in connection with a trade made in reliance on certain prospectus exemptions available under applicable securities legislation in a Jurisdiction, a purchaser who purchases a security offered by the offering memorandum during the period of distribution has, without regard to whether the purchaser relied on the misrepresentation, a statutory right of action for rescission against the issuer, or has a right of action for damages against one or more of: (a) the issuer; (b) every promoter and director of the issuer at the time the offering memorandum or any amendment to it was sent or delivered; (c) every person whose consent has been filed respecting the offering, but only with respect to reports, opinions or statements that have been made by them; (d) every person who, in addition to the persons mentioned in (a) to (c) above, signed the offering memorandum or the amendment to the offering memorandum; and (e) every person who sells securities on behalf of the issuer under the offering memorandum or amendment thereto. If the purchaser elects to exercise the right of rescission, the purchaser will have no right of action for damages.

Each Jurisdiction sets time limitations on the right of purchasers to exercise their rights. Depending on the Jurisdiction, any action for rescission must be commenced not more than from 120 to 180 days after the date of the transaction that gave rise to the cause of action; and in the case of any action other than an action for rescission, before the earlier of: (i) from 180 days to one year after the purchaser first had knowledge of the facts giving rise to the cause of action, or (ii) from three to six years after the date of the transaction that gave rise to the cause of action.

There are a number of limitations and defences available to the issuer or other persons, including:

• The issuer will not be liable for a misrepresentation if it proves that the purchaser purchased the securities with knowledge of the misrepresentation.

• In an action for damages, the issuer will not be liable for all or any portion of the damages that it proves do not represent the depreciation in value of the securities as a result of the misrepresentation relied upon.

• In no case shall the amount recoverable for the misrepresentation exceed the price at which the securities were offered.

• No person other than the issuer will be liable if the person proves, among other things, that: (a) the offering memorandum was sent or delivered without the person’s knowledge or consent and that, on becoming aware of it being sent or delivered, that person immediately gave reasonable general notice that it was so sent or delivered; or (b) with respect to any part of the offering memorandum purporting to be made on the authority of an expert, or purporting to be a copy of, or an extract from, a report, an opinion or a statement of an expert, that person had no reasonable grounds to believe and did not believe that there had been a misrepresentation, the part of the offering memorandum did not fairly represent the report, opinion or statement of the expert, or was not a fair copy of, or an extract from, the report, opinion or statement of the expert.

Securities legislation of certain Jurisdictions also provides: (a) similar right of action for damages and rescission in respect of a misrepresentation in advertising and sales literature disseminated in connection with an offering of securities; (b); that where a person makes a verbal statement to a prospective purchaser that contains a misrepresentation relating to the security purchased and the verbal statement is made either before or contemporaneously with the purchase of the security, the purchaser is deemed to have relied on the misrepresentation, if it was a misrepresentation at the time of purchase, and has a right of action for damages against the individual who made the verbal statement; (c) a purchaser with the right to void the purchase agreement and to recover all money and other consideration paid by the purchaser for the securities if the securities are purchased from a person who is trading in contravention of the Jurisdiction’s securities legislation; and (d) a right of action for rescission or damages to a purchaser of securities to whom an offering memorandum was not sent or delivered prior to or at the same time as the purchaser enters into an agreement to purchase the securities, as required by the securities legislation.

The right of action for rescission or damages is in addition to and does not derogate from any other right the purchaser may have at law.

The securities legislation of certain Jurisdictions also provides a purchaser who has received an offering memorandum (or amendment thereto) delivered in accordance with such legislation with a right to withdraw from the agreement to purchase the securities by delivering a notice to the issuer, indicating the purchaser’s intention not to be bound by the purchase agreement, provided such notice is delivered by the purchaser within two business days of receiving the offering memorandum.


Business Model

• Being a “Project Generator” is the most practical way to provide investors the potential excitement and value creation of mineral discoveries, without the financial risks and equity dilution of standard exploration programs;

• A Project Generator identifies, acquires, and performs early stage exploration on compelling exploration targets before finding project partners to bear the financial risk associated with advanced exploration;

• Northern Empire will seek to take advantage of the depressed market conditions to acquire low acquisition and low holding cost properties with significant exploration potential.


Director BiosA Focused Team


John Robins, P.Geo., Chairman, 27 years industry experience with a track record of success in exploration and the capital markets. In 2008, Mr. Robins was recognized for his achievements in mining exploration by the Association for Mineral Exploration British Columbia with the H.H. "Spud" Huestis Award.

Adrian Fleming, CEO and Director, 35 years experience in the mining industry, including as a member of teams that made gold discoveries at Porgera, PNG; Big Bell, W.A.; Gross Rosebel, Suriname; Hope Bay, Nunavut and most recently White Gold, Yukon, Canada with Underworld Resources.

Jim Paterson, Director, 17 years of industry experience, participating in acquisitions, joint-ventures, spin-outs, reverse transactions and IPO's. Since January 2010, Jim has been involved as an executive or as an active director of companies which have raised in excess of $175 million in equity financings.

Darryl Cardey, Director, a Chartered Accountant and a partner with CDM Capital, a private company focused on merger, acquisitions and corporate finance. He was a co-founder and director of Underworld Resources.

Corporate StructureNorthern Empire Resources

Issued and Outstanding 19,478,303

Warrants 5,757,000

Options 132,500

Fully Diluted 25,367,803

Cash Position $1,000,000

Northern Empire Minerals 6

Valuable PortfolioFour highly marketable projects - Additional Acquisitions Pending


Tintina Belt


World Class Mineral Endowment• Operating mines

• 30 million oz. past placer production

• 7.8 million oz. past lode production

• 200+ million oz. total lode resources projected

• Large deposits under development

Infrastructure and Regional Activity

• Proximal to the Pogo, Fort Knox Mines, True North

• Power runs through property

• Accessible from the all-weather paved Richardson Highway

• 115 km SE of Fairbanks, AK (pop. 100,000)


Richardson History• Placer gold discovered in 1905, 118,640 ounces of placer gold and 2,357

ounces of lode gold produced • Lode gold discovered in 1913 but no significant lode gold was production

until 1989• Tri-Valley Corp. acquired interest in 1987, numerous exploration programs

conducted in 1988 through 2005, no work since that time • TsNIGRI completed district-scale reconnaissance exploration in 1991 and

1992 and discovered numerous areas of anomalous gold• Recon work in 1991 and limited soil and rock sampling in 1999-2000

elevated Hilltop prospect to significant intrusive-related gold (IRG) target• Prior to 2011, the Democrat prospect was the focus of TVC’s efforts in the

district• Exploration in 1999 identified Gold Run prospect as possible intrusive-

hosted target• Bulk sampling of 77,000 t of the Democrat Dyke recovered 2,200 oz Au• Work in 2011 identified previously unrecognized low-temperature, distal

intrusive-related gold-silver-bismuth (IRG) targets• Poor documentation and record keeping has hindered project

advancement


Mineralized Target Areas & Historic Drilling


Project Geology Bedrock is lower

Paleozoic amphibolite to granulite facies peliticschist and gneiss

Mid-Cretaceous intermediate plutonic rock intrude the metamorphic country rock

Mineralization post-dates mid-Cretaceous gneiss dome deformation

Pleistocene silt covers most of the project, outcrop makes up <5% of surface


Geophysics – Reduced to Pole


Geophysics – 900 HZ Airborne Resistivity


Surface Sampling


Hilltop prospect – pre 2011


Hilltop Prospect – all samples


Shamrock Prospect


NW Camp Prospect


First Chance Prospect


Future Exploration• Hilltop

– RAB Drilling– Soil geochem/stream seds– Road access improvement– Basic geological mapping

and prospecting– Trenching

• Shamrock– RAB Drilling– Open trenches– Trenching

• NW CAMP– RAB DRILLING– Soil geochem

• Bald Knob– Soil geochem– RAB

• Ground geophysics• Core Drilling


Richardson Gold Samples


Kiyuk – Gold in NunavutHigh grade gold assays in drill core, mining friendly jurisdiction


Eric Lake – Gold in NunavutHigh grade gold in drill core (historic), mining friendly jurisdiction


Noomut – Gold in NunavutCompelling gold assays, mining friendly jurisdiction


Contact

Jeff SundarCorporate Development

[email protected]

(604) 764 – 5944

Jim PatersonDirector

[email protected]

(778) 773 – 9882


Northern Empire Resources Corp

Investor Relations

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