Prospera Energy Inc. — Capital/Financing Update 2021

May 28, 2021

PROSPERA ENERGY INC.

PRESS RELEASE

Prospera Announces Debenture Private Placement

Calgary, Alberta, Canada, May 28[th] , 2021: Prospera Energy Inc. (PEI:TSX-V; OF6A:FRA) (“Prospera” or the “Corporation”) has received conditional approval from TSX Venture Exchange to raise up to $1,000,000 by way of non-brokered private placement of 8% convertible debenture. The principal amount of this financing will be 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. It is anticipated that this financing will close by June 15, 2021.

The securities will be offered to qualified purchasers in reliance upon exemptions from prospectus and registration requirements of applicable securities legislation. A finder's fee in cash and/or warrants may be paid to eligible finders in relation to this financing. Proceeds from this financing 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.

Debenture Term sheet

Issuer:	Prospera EnergyInc.(theCorporation).
Issue:	Debentures with a 2year term,secured.
Conversion Price:	$0.05 in year one and $0.10 in year two - convertible into units consistingof one common share and one warrant exercisable into another commonshare at $0.075 for a period of two years from initial closing. TheCorporation reserves the right to force conversion in the event that theshares of the Corporation trade at$0.30 for aperiod of ten days or more.
Offering Amount:	Upto$1,000,000(theOffering).
Underlying Shares:	Common shares of the Corporation to be listed on the TSXV Exchangeunder the symbol PEI(theCommon Shares).
Use of Proceeds:	The Corporation intends to use the net proceeds of the Offering forworkingcapital.
Interest:	8% interest, calculated and paid quarterly. Interest may be paid in cash orin shares at the then marketprice,at the Corporation's discretion.
Dividend Adjustmentand 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- brokeredprivateplacement offering.
Finders Fees	The Corporation may pay qualified finders a fee of 7% cash and 7%warrants.

About Prospera

Prospera Energy Inc. is a Canadian natural resource corporation engaged in the acquisition, exploration, development and production of oil and gas properties with operations in Alberta and western Saskatchewan.

For further information:

Samuel David Chief Executive Officer & Director Email: sam@prosperaenergy.com Tel: (403)454-9010 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 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 forwardlooking 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 forwardlooking statement will materialize, and the reader is cautioned not to place undue reliance on any forwardlooking 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.