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Prospera Energy Inc. Announces Private Placement Financing

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Not For Distribution to U.S. News Wire Services or For Dissemination in The United States

CALGARY, AB / ACCESSWIRE / November 29, 2021 / Prospera Energy Inc. (TSXV:PEI)(FRA:OF6B):

Prospera Energy Inc. ("Prospera" or the "Corporation") intends to raise up to $3,000,000 by way of non-brokered private placement. A total of up to $2,000,000 will be raised by offering 8% convertible debentures with the principal amount convertible at $0.05 in the first year and $0.10 in the second year. Applicable interest will be payable in cash or shares at the option of the Corporation.

Debenture Term sheet

Issuer:

Prospera Energy Inc. (the Corporation).

Issue:

Debentures with a 2-year term, secured.

Conversion Price:

$0.05 in year one and $0.10 in year two - convertible into units consisting of one common share and one warrant exercisable into another common share at $0.075 for a period of two years from initial closing. The Corporation reserves the right to force conversion in the event that the shares of the Corporation trade at $0.30 for a period of ten(10) days or more.

Offering Amount:

Up to $2,000,000 (the Offering).

Underlying Shares:

Common shares of the Corporation to be listed on the TSXV Exchange under the symbol PEI (the Common Shares).

Use of Proceeds:

The Corporation intends to use the net proceeds of the Offering for working capital.

Interest:

The principal amount bears interest at an annual rate of 8.00% per annum, compounded quarterly and accrued until Maturity Date, conversion or payment whichever first occurs. Interest may be paid in cash or in shares at the then market price, at the Corporation'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.

Finders Fees

The Corporation may pay qualified finders a fee of 6% cash and 6% warrants.

In addition, the Corporation intends to raise up to $1,000,000 by offering units of the Corporation at a price of $0.06 per unit. Each unit is composed of one flow through share of the Corporation and one share purchase warrant. Each warrant will entitle the holder to acquire one additional share in the capital of the Corporation at a price of $0.075 per warrant for a period of two (2) years from the date the units are issued. The Corporation reserves the right to accelerate the expiry date of the warrants to fifteen (15) days, in the event the share trades at $0.15 for ten (10) consecutive business days following the expiry of the four (4) month hold period.

The securities will be offered to qualified purchasers in reliance upon exemptions from prospectus and registration requirements of applicable securities legislation. The offering is subject to approval by the TSX Venture Exchange. A finder's fee in cash and/or warrants may be paid to eligible finders in relation to this financing. This private placement is offered in jurisdictions where the Corporation is legally allowed to do so.

This private placement financing is to fund the restructuring process which we expect will allow us to become compliant and profitable. The proceeds from this financing will be used to retire the Corporation's legacy debt and continue production optimization and development on all its properties. It is anticipated that this financing will close by December 3, 2021.

About Prospera

Prospera is a public oil and gas exploration, exploitation and development company focusing on conventional oil and gas reservoirs in Western Canada. Prospera will use its experience to develop, acquire and drill assets with potential for primary and secondary recovery.

For further information:

Sandra Lee-Chong, Corporate Liaison

Tel: (403) 454-9010
Email: admin@prosperaenergy.com
Website: www.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 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 the 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.

SOURCE: Prospera Energy Inc.



View source version on accesswire.com:
https://www.accesswire.com/674953/Prospera-Energy-Inc-Announces-Private-Placement-Financing

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