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Prospect Global Launches Rights Offering to All Stockholders



  Prospect Global Launches Rights Offering to All Stockholders

    Financing Will Support Continued Development of Holbrook Basin Project

Business Wire

DENVER -- May 22, 2013

Prospect Global Resources Inc. (NASDAQ: PGRX) announced today that it had
commenced its previously announced rights offering to its stockholders. In the
rights offering stockholders as of the record date, May 16, 2013, may purchase
their pro rata share of units for $0.22 per unit, each unit consisting of one
share of common stock and one-half of a warrant to purchase a share of common
stock. The warrant exercise price for a whole warrant will be $0.35. The
warrants will be exercisable for a period of 12 months from the date of
issuance, and each whole warrant will be immediately detachable and separately
tradable. Holders who fully exercise their rights may also exercise an
over-subscription to purchase additional units for which other holders have
not subscribed. The rights offering expires on June 6, 2013 unless extended.

In connection with this rights offering, Prospect expects to conduct a
separate underwritten public offering of securities at an offering price no
lower than offered in the rights offering, expected to close on the same day
as the rights offering. The maximum aggregate gross proceeds to be raised in
the rights offering and the underwritten public offering is approximately
$28.4 million and the minimum is approximately $12 million in each case
inclusive of the $5 million of proceeds from the previously disclosed loan to
us by two stockholders. The original issue discount $5.5 million promissory
notes issued to these stockholders will convert into the securities offered in
the rights offering at a conversion price equal to the rights offering
subscription price.

Prospect intends to use the net proceeds from this rights offering and the
underwritten public offering to continue to fund the development of its potash
mining project located in the Holbrook Basin of eastern Arizona, including
preparation of a definitive feasibility study, make mandatory repayments of
outstanding indebtedness, pay the expenses associated with the rights offering
and the underwritten public offering and for general corporate purposes.

The rights offering will be conducted via an existing effective shelf
registration statement. Each stockholder will receive 0.751 (not 0.751% as
erroneously previously reported) of a subscription right for each share held.
The subscription rights are not transferable and will be evidenced by
subscription rights certificates. Prospect will mail rights offering
materials, including a prospectus supplement and a subscription rights
certificate, to the record holders on or about May 22, 2013. Corporate Stock
Transfer, Inc. in Denver Colorado is the subscription agent for the rights
offering.

This press release shall not constitute an offer to sell, or the solicitation
of an offer to buy, any securities, nor shall there be any sale of securities
mentioned in this press release in any state in which such offer, solicitation
or sale would be unlawful prior to registration or qualification under the
securities laws of any such state. The rights offering and the public offering
will each be made by means of a prospectus and a related prospectus
supplement.

About Prospect Global Resources Inc. [PGRX]:

Regarding Forward-Looking Statements

With the exception of historical matters, the matters discussed in this press
release include forward-looking statements that involve risks and
uncertainties that could cause actual results to differ materially from
projections or estimates contained herein. Such forward-looking statements
include statements regarding current and future classification of Prospect’s
potash resources and development of Prospect’s potash mining facility. Factors
that could cause actual results to differ materially from projections or
estimates include, among others, potash prices, economic and market
conditions, and the additional risks described in Prospect Global's filings
with the SEC, including Prospect Global's Annual Report on Form 10-K for the
year ended March 31, 2012. Most of these factors are beyond Prospect Global's
ability to predict or control. The forward looking statements are made as of
the date hereof and, except as required under applicable securities
legislation, Prospect Global does not assume any obligation to update any
forward-looking statements. Readers are cautioned not to put undue reliance on
forward-looking statements.

About Prospect Global Resources Inc.

Prospect Global Resources, Inc. is a Denver-based company engaged in the
exploration and development of a potash mine located in the Holbrook Basin of
eastern Arizona. The company's stock is traded on the NASDAQ Capital Market
under the ticker symbol PGRX.

Additional details about Prospect Global Resources Inc. can be viewed at the
Company’s website, www.prospectgri.com.

Contact:

Prospect Global Resources Inc.
Gregory Dangler, CFO
+1 (303) 990-8444
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