Prospera Energy Inc. — Capital/Financing Update 2021

Mar 30, 2021

MATERIAL CHANGE REPORT FORM 51-102F3

Item 1. Name and Address

Prospera Energy Inc. (the “ Company ”) Ste 700, 1300 - 8th Street SW Calgary, AB T2P 1B2

Item 2. Date of Material Change

March 26, 2021

Item 3. News Release

The news release describing the material change was disseminated on March 29, 2021 through Accesswire and filed on SEDAR.

Item 4. Summary of Material Change

The Company announced that it has completed a second tranche of its previously announced non-brokered private placement of $2,344,635.32 in convertible debenture units. The debentures will bear interest of 8% per annum for a term of 2 years and be convertible into common share units of the Corporation at a conversion price of $0.05. The Corporation paid finders fees to a qualified finder of $266.69 and issued 133,343 broker warrants, which are on the same terms as the warrants forming part of the units.

The Company also announced that it has closed a second tranche of the non-brokered private placement of $131,033.31 by the issuance of 6,551,665 units at $0.02.

Securities issued pursuant to this tranche are subject to trading restrictions until July 27, 2021. The Corporation is expecting to complete the financings by April 1, 2021.

Proceeds will be used for payment of debt, working capital and continuing capital programs, including the optimization of production on all its properties and general working capital.

Item 5. Full Description of Material Change

5.1 Full Description of Material Change

The Company announced that it has completed a second tranche of its previously announced non-brokered private placement of $2,344,635.32 in convertible debenture units. The debentures will bear interest of 8% per annum for a term of 2 years and be convertible into common share units of the Corporation at a conversion price of $0.05. Each of these units consists of one common share and one common share purchase warrant. Each warrant is exercisable at $0.075 for a period of two years from the date of closing subject to acceleration provisions. Applicable interest will be payable in cash or shares, at the option of the Corporation. The Corporation paid finders fees to a qualified finder of $266.69 and issued 133,343 broker warrants, which are on the same terms as the warrants forming part of the units.

The Company also announced that it has closed a second tranche of the non-brokered private placement of $131,033.31 by the issuance of 6,551,665 units at $0.02. Each unit

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consists of one common share and one warrant entitling the holder to subscribe for one additional share for $0.05 for a period of 2 years. The Corporation paid finders fees to a qualified finder of $533.33 and issued 266,667 broker warrants, which are on the same terms as the warrants forming part of the units.

Securities issued pursuant to this tranche are subject to trading restrictions until July 27, 2021. The Corporation is expecting to complete the financings by April 1, 2021.

Proceeds will be used for payment of debt, working capital and continuing capital programs, including the optimization of production on all its properties and general working capital.

5.2 Disclosure for Restructuring Transactions

Not applicable.

Item 6. Reliance on subsection 7.1(2) of National Instrument 51-102

Not applicable.

Item 7. Omitted Information

No information has been omitted in respect of this material change.

Item 8. Executive Officer

The following executive officer of the Company is knowledgeable about the material change disclosed in this report and may be contacted as follows:

Sam Davaraj, Director Telephone: 403-454-9010

Item 9. Date of Report

March 30, 2021.

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