Prospera Energy Announces Successful Closing of Private Placement

Rhea-AI Summary

Prospera Energy (OTC Pink: GXRFF) closed a non-brokered unit offering raising $3,000,000 CAD on March 9, 2026, at $0.035 per unit. Each unit included one common share and one warrant exercisable at $0.050 for three years. Proceeds will fund well reactivations, production optimization and working capital.

Insiders and strategic shareholders subscribed for over $1,000,000; certain shares-for-debt settlements totaling four vendors were accepted by the TSX Venture Exchange and shares will be subject to a four-month-and-one-day hold period.

Positive

• $3.0M CAD fully subscribed non-brokered financing
• No finder's fees or broker warrants issued for the completed tranche
• Insiders and strategic shareholders subscribed for over $1.0M, showing internal support
• Proceeds earmarked for well reactivations and production optimization to support near-term growth

Negative

• Issued warrants exercisable at $0.05 for three years create potential future dilution
• Offering price of $0.035 per unit represents immediate share issuance at a low price
• Insider participation constitutes a related party transaction relying on TSXV exemptions

News Market Reaction – GXRFF

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On the day this news was published, GXRFF gained 8.30%, reflecting a notable positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

Prospera Energy Inc. (TSXV: PEI) (OTC Pink: GXRFF) ("Prospera", "PEI", the "Company", or the "Corporation")
Calgary, Alberta--(Newsfile Corp. - March 9, 2026) -

Prospera Energy is pleased to announce the closing of its previously announced unit offering, raising total gross proceeds of $3,000,000, representing the full amount of the Offering. The financing was fully subscribed and completed without the issuance of any finder's fees or broker warrants, reflecting strong investor support for Prospera's operational progress and forward development strategy. The Offering remains subject to final acceptance by the TSX Venture Exchange.

Proceeds from the financing will be used to strengthen working capital, accelerate well reactivations, and support production optimization initiatives across the Company's core assets. With oil prices strengthening and field activity continuing to scale, the Company will be accelerating the pace of well reactivations in the coming weeks, supporting its strategy of disciplined production growth and improved field performance.

This financing marks another step forward in Prospera's ongoing operational turnaround and balance sheet restructuring. Management believes the strengthened working capital position and improved financial flexibility will enable the Company to continue expanding production while advancing initiatives aimed at long-term shareholder value creation.

Issuer:	Prospera Energy Inc. ("Prospera" or the "Corporation").
Issue:	Non-brokered offering (the "Offering") of units ("Units"). Each Unit will consist of (i) one common share of the Company and (ii) one common share purchase warrant (the "Warrant"). Each Warrant shall entitle the holder to acquire one additional common share of the Company at an exercise price of $0.050 for a period of three years from the date of issuance thereof. The Warrants shall be transferable and shall not be listed on any stock exchange.
Issue Price:	$0.035 per Unit.
Offering Amount:	$3,000,000 CAD (the "Offering").
Underlying Shares:	Common shares of the Company listed on the TSX Venture Exchange under the symbol PEI (the "Common Shares").
Use of Proceeds:	Net proceeds of the offering may be used for well reactivations, production optimization, and working capital. The Offering is intended to support near-term production growth, increase working capital and liquidity, and further strengthen the Company's balance sheet.
Dividend Adjustment and Anti-Dilution:	The Warrant exercise price 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 March 15th, 2026.
Finders Fees	The Company may pay qualified finders a fee of 3% cash and 3% warrants.

 

Insiders have participated in this offering, which results in this being a Related Party Transaction pursuant to TSXV Policy 5.9 and MI 61-101. The Corporation is relying upon numerous exemptions under these policies with respect to minority approval and valuation requirements, including those found in section 5.5 (a), (b), and (c) and 5.7 (a) and (b). The following reporting Insiders have participated in this offering:

• Matthew Kenna subscribed for $336,500 and was issued an aggregate of 9,614,286 units.
• Brian McConnell subscribed for $80,000 and was issued an aggregate of 2,285,714 units.
• Shubham Garg, through White Tundra Investments, subscribed for $40,000 and was issued an aggregate of 1,142,857 units.

In addition to insider participation, existing strategic shareholders also participated meaningfully in the Offering, including Countryman Investments, which subscribed for $235,758, and entities associated with Peter Lacey, which collectively subscribed for $380,000. In total, over $1million of the financing was subscribed by insiders and existing strategic shareholders. A major Canadian financial institution also participated in the offering, facilitating a $1million subscription across multiple client accounts. The meaningful level of insider and strategic shareholder participation reflects strong internal confidence in Prospera's growth strategy, ongoing operational improvements, and long-term development potential.

Shares for Debt Update

Prospera announces an update to its previously announced shares-for-debt settlement with four arm's length vendors, originally disclosed on November 12^th, 2025. 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 statutory hold period of four months and one day from the date of issuance. The transactions have been accepted by the TSX Venture Exchange.

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, IR
Email: investors@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.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/287721

FAQ

What did Prospera Energy (GXRFF) announce on March 9, 2026 about financing?

Prospera closed a $3.0M CAD non-brokered unit offering fully subscribed. According to the company, the offering priced at $0.035 per unit and included one share plus one warrant exercisable at $0.05 for three years.

What are the warrant terms in Prospera Energy's (GXRFF) March 9, 2026 offering?

Each unit included a warrant exercisable at $0.05 per share for three years. According to the company, the Warrants are transferable, subject to anti-dilution adjustments, and not listed on any stock exchange.

How much insider and strategic shareholder participation occurred in Prospera Energy's (GXRFF) financing?

Insiders and strategic shareholders subscribed for over $1.0M of the financing. According to the company, reporting insiders subscribed specific amounts totalling several hundred thousand dollars and strategic accounts added meaningful support.

How will Prospera Energy (GXRFF) use the $3.0M raised in the offering?

Proceeds will be used to strengthen working capital and accelerate well reactivations and production optimization. According to the company, funds will support near-term production growth and balance sheet restructuring efforts.

What shares-for-debt settlements did Prospera Energy (GXRFF) disclose on March 9, 2026?

Prospera agreed to settle vendor debts via issuance of common shares to four vendors with specific share counts and deemed prices. According to the company, the TSX Venture Exchange accepted the transactions and shares carry a four-month-and-one-day hold.