Prospera Announces Financing Update

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CALGARY, Alberta, Nov. 12, 2025 (GLOBE NEWSWIRE) — Prospera Energy Inc. (TSX.V: PEI, OTC: GXRFF) (“Prospera”, “PEI” or the “Corporation”)

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Convertible Debt Offering
Prospera Energy Inc. (TSXV: PEI) is pleased to announce an update regarding its previously announced convertible debt offering on May 12th and September 29th, 2025. Due to strong insider participation and higher-than-expected investor interest, the Corporation has increased the size of its non-brokered private placement of convertible debentures from $3,000,000 to $4,000,000 with a target close date on or before December 14th, 2025. The offering is subject to TSXV acceptance.

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Proceeds from the offering will be used to reactivate wells, optimize production, and strengthen working capital. The securities will be offered to qualified purchasers in reliance upon exemptions from prospectus and registration requirements under applicable securities legislation. A finder’s fee in cash and/or warrants may be paid to eligible finders in connection with the financing. These private placements are offered only in jurisdictions where the Corporation is legally permitted to do so.

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Issuer:Prospera Energy Inc. (“Prospera” or the “Corporation”).
Issue:Convertible Debenture with a three-year term.
Offering Amount:$4,000,000 CAD (the “Offering”).
Conversion Price:$0.05 if converted within the first year and $0.10 if converted in years two or three; convertible into units consisting of one common share and one warrant exercisable into another common share at $0.05 for a period of three years from initial closing. The Company reserves the right to force conversion in the event that the shares of the Company trade at $0.125 for a period of ten days or more.
Underlying Shares:Common shares of the Company listed on the TSX Venture Exchange under the symbol PEI (the “Common Shares”).
Use of Proceeds:Prospera intends to use the net proceeds of the offering for well reactivation, production optimization, strategic acquisitions and working capital.
Interest:12% interest calculated quarterly and paid at maturity, or conversion date, whichever comes first. Interest may be paid in cash or in shares at the then market price, at the Company’s discretion.
Dividend Adjustment and Anti-Dilution:The conversion price and warrants will also be subject to standard anti-dilution adjustments upon, inter alia, share consolidations, share splits, spin-off events, rights issues, and reorganizations.
Offering Basis:Non-brokered private placement offering.
Target Close Date:On or before December 14, 2025.
SecurityThe convertible debenture will be unsecured.
Finders FeesThe Company may pay qualified finders a fee of 7% cash and 7% warrants.

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Shares for Debt Settlements

Prospera has entered into agreements with four vendors to settle outstanding trade payables through the issuance of common shares. The first vendor has agreed to settle a total of $13,174.59 through the issuance of 100,000 common shares at a deemed price of $0.132 per share. The second vendor has agreed to settle $30,468.36 through the issuance of 500,000 common shares at a deemed price of $0.061 per share. The third vendor has agreed to settle a total of $7,500 through the issuance of 150,000 common shares at a deemed price of $0.05 per share. The fourth vendor has agreed to settle a total of $31,000.89 through the issuance of 250,000 common shares at a deemed price of $0.124 per share. The shares will be subject to a trading restriction of four months and a day from the date of issuance and are subject to TSXV acceptance.

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About Prospera
Prospera Energy Inc. is a publicly traded Canadian energy company specializing in the exploration, development, and production of crude oil and natural gas. Headquartered in Calgary, Alberta, Prospera is dedicated to optimizing recovery from legacy fields using environmentally safe and efficient reservoir development methods and production practices. The company’s core properties are strategically located in Saskatchewan and Alberta, including Cuthbert, Luseland, Hearts Hill, and Brooks. Prospera Energy Inc. is listed on the TSX Venture Exchange under the symbol PEI and the U.S. OTC Market under GXRFF.

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