Prospera Energy Inc. — Capital/Financing Update 2021

Feb 3, 2021

Prospera Announces Financings

Prospera Energy Inc.

Calgary, Alberta, Canada, February 03, 2021: Prospera Energy Inc. ("Prospera" or the "Corporation") (PEI:TSX-V; OF6A:FRA) Prospera Energy Inc. will raise up to $800,000 by way of a non-brokered private placement of units of the corporation at a price of two cents per unit. It is anticipated that this financing will close in multiple tranches with the initial closing expected this week.

Each unit of the offering is composed of one common 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 five cents per warrant for a period of two years from the date the units are issued. The Corporation reserves the right accelerate the expiry of the warrants to 15 days, in the event that the shares trade at $0.10 for five consecutive business days following the expiry of the 4 month hold period.

The pricing of the offering is based on the temporary relief measures established by the TSX Venture Exchange on April 8, 2020, and extended Sept. 16, 2020, in response to the COVID-19 pandemic. The TSX-V published the temporary relief measures to Policy 4.1 and Policy 4.3, lowering the minimum pricing from five cents to one cent per share for shares issued pursuant to a private placement when the market price of an issuer's shares is not greater than five cents.

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 or shares may be paid to eligible finders in relation to this financing. Proceeds from this financing will be used for general operating purposes. This offering is subject to approval by the TSX Venture Exchange.

In addition, the Corporation intends to raise up to $2,000,000 of 8% convertible debentures. The principal amount of this financing will be convertible at $0.05 during the initial two years. Applicable interest will be payable in cash or shares, at the option of the Corporation.

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Debenture Term sheet

Issuer:	Prospera Energy Inc. (theCorporation).
Issue:	Debentures with a 2 year term, secured.
Conversion Price:	$0.05 – 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 days or more.
Offering Amount:	Up to $2,000,000 (theOffering).
Underlying Shares:	Common shares of the Corporation to be listed on the TSXV Exchange under the symbol PEI (theCommon Shares).
Use of Proceeds:	The Corporation intends to use the net proceeds of the Offering for working capital and acquisitions. Up to $200,000 for shareholder outreach and engagement, digital marketing and investor relations activities.
Interest:	8% interest, calculated and paid quarterly. 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 7% cash and 7% warrants, or debentures.

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:

Email: sfranz@prosperaenergy.com Tel: (403)457-9010 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

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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 forwardlooking 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.

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