Energy Inc. (TSX.V: PEI, OTC: GXRFF) (“Prosper”, “WHO” or the “Corporation”)
Convertible debt offering
Prospera Energy Inc. (TSXV: PEI,OTC:GXRFF) is pleased to announce an update regarding its previously announced convertible note offering on May 12 e and September 29 e 2025. As a result of strong insider participation and greater than expected investor interest, the Company has increased the size of its unbrokered private placement of convertible notes from $3,000,000 to $4,000,000, with a target closing date on or before December 14. e 2025. The offer is subject to acceptance by TSXV.
Proceeds from the offering will be used to reactivate wells, optimize production and strengthen working capital. The securities will be offered to qualified purchasers subject to exemptions from prospectus and registration requirements under applicable securities laws. A finder’s fee in cash and/or warrants may be paid to eligible finders in connection with the financing. These private placements are only offered in jurisdictions where the company is legally permitted to do so.
| Issuing institution: | Prospera Energy Inc. (” Bloom “or the” Company “). |
| Problem: | Convertible bond with a term of three years. |
| Offer amount: | $4,000,000 CAD (the “ To offer “). |
| Conversion price: | $0.05 if converted within the first year and $0.10 if converted in year 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 the initial closing. The Company reserves the right to force conversion in the event that the Company’s shares 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 plans to use the net proceeds from the offering for well reactivation, production optimization, strategic acquisitions and working capital. |
| Interest: | 12% interest calculated quarterly and paid at maturity or on the conversion date, whichever comes first. Interest may be paid, at the Company’s option, in cash or in shares at the then prevailing market price. |
| Dividend adjustment and anti-dilution: | The conversion price and warrants will also be subject to standard anti-dilution adjustments upon, among other things, share consolidations, share splits, spin-off events, rights issues and reorganizations. |
| Offer basis: | Non-brokered private placement offering. |
| Target closing date: | On or before December 14, 2025. |
| Security | The convertible bond will be unsecured. |
| Finder’s fees | The Company may pay qualified finders a compensation of 7% cash and 7% warrants. |
Shares for debt settlement
Prospera has entered into agreements with four suppliers to settle outstanding trade debts through the issuance of common shares. The first seller has agreed to settle an aggregate amount of $13,174.59 by issuing 100,000 shares of common stock at an assumed price of $0.132 per share. The second seller has agreed to settle $30,468.36 by issuing 500,000 shares of common stock at an estimated price of $0.061 per share. The third seller has agreed to settle a total amount of $7,500 by issuing 150,000 shares of common stock at an assumed price of $0.05 per share. The fourth seller has agreed to settle an aggregate amount of $31,000.89 by issuing 250,000 shares of common stock at an assumed price of $0.124 per share. The shares will be subject to a trading restriction of four months and one 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 focuses on optimizing oldfield recovery 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 on the US 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 working interest after deducting royalties. These definitions are consistent with ASC 51-324 to ensure consistency and transparency in reporting.
For more information:
Shawn Mehler, PR
E-mail: shawn@prosperaenergy.com
Chris Ludtke, CFO
E-mail: cludtke@prosperaenergy.com
Shubham Garg, Chairman of the Board of Directors
E-mail: sgarg@prosperaenergy.com
FORWARD-LOOKING STATEMENTS
This press release contains forward-looking statements regarding the company’s future operations and other statements that are not historical facts. Forward-looking statements are often identified by terms such as “will,” “may,” “should,” “anticipate,” “expect” and similar expressions. All statements other than statements of historical fact included in this press release, including but not limited to statements regarding the company’s future plans and objectives, 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 as Prospera can give no assurance that they will prove to be correct. Because forward-looking statements relate to future events and circumstances, by their nature they involve inherent risks and uncertainties. Actual results may differ materially from those currently expected due to a number of factors and risks. These include, but are not limited to, risks associated with the oil and gas industry generally (for example, operational risks in development, exploration and production; delays or changes in plans relating to exploration or development projects or capital expenditures; the uncertainty of reserve estimates; the uncertainty of estimates and projections relating to production, costs and expenditures, and health, safety and environmental risks), fluctuations in commodity prices and exchange rates and uncertainties arising from possible delays or changes in plans relating to exploration or development projects or capital expenditures.
The reader is cautioned that assumptions used in preparing forward-looking information may prove to be incorrect. Events or circumstances could cause actual results to differ materially from those predicted, due to numerous known and unknown risks, uncertainties and other factors, many of which are beyond Prospera’s control. As a result, Prospera cannot guarantee that any forward-looking statement will materialize, and the reader is cautioned not to place undue reliance on forward-looking information. Although this information was considered reasonable by management at the time of preparation, it may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements in this press release are expressly qualified by this cautionary statement. The forward-looking statements contained in this press release are made as of the date of this press release, and Prospera undertakes no obligation to publicly update or revise the included forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by Canadian securities laws.
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.
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