Prospera Energy Inc. — Capital/Financing Update 2021

Mar 16, 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 11, 2021

Item 3. News Release

The news release describing the material change was disseminated on March 16, 2021 through Accesswire and filed on SEDAR.

Item 4. Summary of Material Change

The Company announced it has completed its first tranche of its previously announced nonbrokered private placement (the " Private Placement ") of 30,778,300 Common Shares Units issued at a subscription price of $0.02 per Common Share Unit with gross proceeds of $615,567. The price of the offering is based on the temporary relief measures established by the TSX Venture Exchange on April 8, 2020 and extended to September 16, 2020. This $0.02 per Common Share Unit is now fully subscribed and closed.

In addition, the Corporation has also issued $382,777 in convertible debenture units. 8% Convertible Debenture Units at $0.05 per unit consisting of one common share and one warrant exercisable into another common share warrant at $0.075 for a period of two years from closing. 8% interest will be paid quarterly in cash or in shares at the then market price of the Corporation’s discretion.

The Private Placement 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.

Securities issued under this tranche are subject to a four month hold period of restriction from the date of closing.

Item 5. Full Description of Material Change

5.1 Full Description of Material Change

The Company announced it has completed its first tranche of its previously announced nonbrokered private placement (the " Private Placement ") of 30,778,300 Common Shares Units issued at a subscription price of $0.02 per Common Share Unit with gross proceeds of $615,567. Each unit of the offering is composed of one common share of the Corporation and one share purchase warrant. Each warrant entitles 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 with acceleration provisions. The price of the offering

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is based on the temporary relief measures established by the TSX Venture Exchange on April 8, 2020 and extended to September 16, 2020. This $0.02 per Common Share Unit is now fully subscribed and closed.

In addition, the Corporation has also issued $382,777 in convertible debenture units. 8% Convertible Debenture Units at $0.05 per unit consisting of one common share and one warrant exercisable into another common share warrant at $0.075 for a period of two years from closing. 8% interest will be paid quarterly in cash or in shares at the then market price of the Corporation’s discretion.

The Private Placement 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.

The Corporation may pay finder’s fees of 7% cash and 7% warrants or debentures on the 8% convertible debenture.

Securities issued under this tranche are subject to a four month hold period of restriction from the date of closing.

After giving effect to this tranche of the Private Placement, Prospera shall have 95,900,611 Common Shares outstanding on a basic basis.

The Company also announced the increase of its debenture offering to a maximum of $4,000,000.

A director of Prospera indirectly subscribed for 2,206,896 common shares units and $35,862 in Convertible Debenture Units.

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 16, 2021.

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