Prospera Announces Financing Update

Rhea-AI Summary

Prospera Energy (OTC: GXRFF; TSXV: PEI) updated its financing: the non-brokered convertible debenture offering was increased from $3.0M to $4.0M CAD with a target close on or before December 14, 2025, subject to TSXV acceptance. The three-year unsecured debenture carries 12% interest payable quarterly and at maturity (cash or shares), and converts into units at $0.05 if converted in year one and $0.10 in years two or three; warrants exercisable at $0.05 for three years accompany conversions. Proceeds are earmarked for well reactivation, production optimization, strategic acquisitions and working capital. The company may pay finders 7% cash and 7% warrants. Separately, Prospera will issue 1,000,000 common shares to settle ~$82,144 of trade payables, subject to a four-month-plus-one-day hold and TSXV acceptance.

Positive

• Offering size increased to $4.0M CAD
• Proceeds allocated to well reactivation and production optimization
• Convertible terms allow conversion at $0.10 in years two–three

Negative

• Debenture is unsecured
• Potential dilution from conversion features and 7% warrants for finders
• Issuance of 1,000,000 shares to settle ~$82,144 in payables

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

Convertible Debt Offering
Prospera Energy Inc. (TSXV: PEI) is pleased to announce an update regarding its previously announced convertible debt offering on May 12^th and September 29^th, 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 14^th, 2025. The offering is subject to TSXV acceptance.

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.

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.
Security	The convertible debenture will be unsecured.
Finders Fees	The Company may pay qualified finders a fee of 7% cash and 7% warrants.

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.

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.

Prospera reports gross production at the first point of sale, excluding gas used in operations and volumes from partners in arrears, even if cash proceeds are received. Gross production represents Prospera’s working interest before royalties, while net production reflects its working interest after royalty deductions. These definitions align with ASC 51-324 to ensure consistency and transparency in reporting.

For Further Information:

Shawn Mehler, PR
Email: shawn@prosperaenergy.com

Chris Ludtke, CFO
Email: cludtke@prosperaenergy.com

Shubham Garg, Chairman of the Board
Email: sgarg@prosperaenergy.com

FORWARD-LOOKING STATEMENTS
This news release contains forward-looking statements relating to the future operations of the Corporation and other statements that are not historical facts. Forward-looking statements are often identified by terms such as “will,” “may,” “should,” “anticipate,” “expects” and similar expressions. All statements other than statements of historical fact included in this release, including, without limitation, statements regarding future plans and objectives of the Corporation, are forward-looking statements that involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements.

Although Prospera believes that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because Prospera can give no assurance that they will prove to be correct. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to, risks associated with the oil and gas industry in general (e.g., operational risks in development, exploration and production; delays or changes in plans with respect to exploration or development projects or capital expenditures; the uncertainty of reserve estimates; the uncertainty of estimates and projections relating to production, costs and expenses, and health, safety and environmental risks), commodity price and exchange rate fluctuations and uncertainties resulting from potential delays or changes in plans with respect to exploration or development projects or capital expenditures.

The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of Prospera. As a result, Prospera cannot guarantee that any forward-looking statement will materialize, and the reader is cautioned not to place undue reliance on any forward- looking information. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The forward-looking statements contained in this news release are made as of the date of this news release, and Prospera does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by Canadian securities law.

Neither TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

FAQ

What financing did Prospera (GXRFF / PEI) announce on November 13, 2025?

Prospera increased a non-brokered convertible debenture offering to $4.0M CAD with a target close on or before Dec 14, 2025.

What are the key terms of the Prospera convertible debenture (GXRFF)?

Three-year unsecured debenture, 12% interest, conversion at $0.05 year one or $0.10 years two–three, plus warrants exercisable at $0.05 for three years.

How will Prospera (GXRFF) use proceeds from the $4.0M offering?

Proceeds are designated for well reactivation, production optimization, strategic acquisitions and working capital.

Will the Prospera financing cause share issuance or dilution for GXRFF shareholders?

Yes; conversion rights, accompanying warrants, potential finder warrants, and issuance of 1,000,000 shares to settle payables present dilution risk.

What debt-payable settlements did Prospera (GXRFF) announce on November 13, 2025?

Prospera agreed to issue a total of 1,000,000 common shares to four vendors to settle about $82,144 in trade payables, subject to TSXV acceptance and a four-month-plus-one-day hold.