“`html
Prospera Energy (OTC: GXRFF; TSXV: PEI) has updated its financing plans, announcing an increase to its non-brokered convertible debenture offering, now targeting CAD $4.0 million, up from the initial CAD $3.0 million. The target close date is set for on or before December 14, 2025, contingent upon the approval of the TSXV.
Prospera Energy Inc. (TSXV: PEI) is set to capitalize on growing investor confidence by increasing its convertible debt offering to CAD $4 million, signaling a robust appetite for the company’s proposed ventures. This move underscores the market’s anticipation of Prospera’s strategic direction, especially its focus on rejuvenating existing oil wells. The unsecured debenture terms include a 12% interest rate, payable quarterly, with an option to convert into units at CAD $0.05 in the first year or CAD $0.10 in the subsequent two to three years, each unit accompanied by warrants exercisable at CAD $0.05 over three years.
The injection of capital is strategically allocated towards well reactivation, a cost-effective method to boost production from existing assets. This approach aligns with Prospera’s operational philosophy, which emphasizes efficiency and environmental prudence in its reservoir development methods. The funds will also bolster production optimization efforts, strategic acquisitions, and will provide additional working capital. Finders involved in the offering may receive compensation of 7% cash and 7% in warrants, further incentivizing the financing’s success.
On a separate front, Prospera also plans to issue 1,000,000 common shares to settle outstanding trade payables amounting to approximately $82,144. These shares will be subject to a four-month-plus-one-day hold period and are also subject to TSXV approval. While settling payables with shares conserves cash, investors should note the potential for share dilution.
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
11/12/2025 – 08:45 PM
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 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.
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:
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.
