PROSPERA GLOBAL LIMITED

(Incorporated in the Republic of Singapore) (Company Registration No. 200402180C)

THE PROPOSED DISPOSAL OF THE GROUP’S INVESTMENT PROPERTY

1. INTRODUCTION

1.1. The board of directors (the “ Board ” or the “ Directors ”) of Prospera Global Limited (the “ Company ”, together with its subsidiaries, the “ Group ”) wishes to announce that the Company had received an offer to acquire the Group’s investment property located at 30[th] Avenue SW and Interstate 94, Dickinson, North Dakota 58601, United States of America (the “ Property ”) (the “ Proposed Disposal ”) and had, on 07 December 2025, entered into a purchase agreement (the “ Purchase Agreement ”) with JRA Real Estate, LLC, (the “ Purchaser ”) pursuant to which the Company has agreed to sell, and the Purchaser has agreed to purchase the Property for an aggregate consideration of US$550,000 (approximately S$712,855 based on the exchange rate of US$1.00 to S$1.2961 as at 05 December 2025) (the “ Consideration ”) and has paid a deposit of US$50,000 (the “ Deposit ”) to the Company’s appointed U.S. agent, Home and Land Company (“ US Agent ”).

For the purpose of this announcement, where applicable and unless otherwise specified, we have used the foreign exchange rate of US$1.00 to S$1.2961 (the “ Illustrative Exchange Rate ”).[1]

1.2. In computing the Rule 1006 relative figures under Chapter 10 of the Listing Manual Section B: Rules of Catalist (the “ Catalist Rules ”) for the Proposed Disposal based on the Group’s latest announced unaudited consolidated financial statements for the six months ended 30 June 2025 (“ 1H2025 ”), the Company noted that the financial results for 1H2025 do not take into account the placement exercise previously undertaken by the Company and announced on 15 May 2025 (the “ Placement Exercise ”) as it had completed subsequent to the financial period reflected in the Company’s financial results for 1H2025. The Company had on 28 November 2025, written to the Singapore Exchange Securities Trading Limited (the “ SGX-ST ”) to seek the SGX-ST’s no objection to the use of the adjusted net asset value of the Group to reflect the effects of the Placement Exercise, in accordance with Rule 1002(3)(c) of the Catalist Rules. Rule 1002(3)(c) of the Catalist Rules states that the Exchange may allow the issuer’s net asset value or net profit to be adjusted to take into account any transaction(s) completed subsequent to the latest announced consolidated accounts provided that adequate information about such transaction(s) has already been announced to shareholders. Further details are set out in section 5 of this announcement.
1.3. After taking into account the Placement Exercise, the Proposed Disposal, if undertaken and completed, constitutes a “Disclosable” as defined under Chapter 10 of the Catalist Rules of the SGX-ST.
1.4. The Board wishes to highlight that should the Placement Exercise not be accounted for in computing the Rule 1006 relative figures, the Proposed Disposal, if undertaken and completed, will constitute a “Major Transaction” as defined under Chapter 10 of the Catalist Rules of the SGX-ST. Consequently, in such a scenario, the Proposed Disposal will be subject to the approval of Shareholders in a general meeting pursuant to Rule 1014 of the Catalist Rules.
1.5. The Company shall make an appropriate announcement to update the Shareholders as and when there are any material updates or developments, including any relevant regulatory developments.

1 Based on the US$:S$ exchange rate as at 05 December 2025, obtained from https://eservices.mas.gov.sg/statistics/msb/exchangerates.aspx, and is provided for informational purposes only.

2. INFORMATION ON THE PROPERTY AND THE PURCHASER

2.1. Information on the Property

The Property is located at 30th Avenue SW and Interstate 94, Dickinson, North Dakota 58601, United States of America. It comprises a total of 125 acres of land (100% interest), with freehold tenure. The Property is zoned for agricultural use and it is currently leased to a private individual for pasture and gazing purposes (including cutting the grass for hay). The Property is currently held as a non-operational, income-generating asset through such leasing arrangement.

2.2. Valuation of the Property

In connection with the annual valuation exercise for the financial year ended 31 December 2024, the Group engaged Appraisal Services Inc, an external, independent and qualified valuer with experience in the location and property type to determine the fair value of the Group’s Property based on the property’s highest and best use.

The independent valuation of the Property as at 31 December 2024, as determined by the independent valuer, is US$615,000, equivalent to approximately S$797,102 based on the Illustrative Exchange Rate.

The Property is measured at fair value using significant other observable inputs (Level 2). Level 2 fair values of the Group’s Property were derived using the sales comparison approach. The most significant input into this valuation approach is the comparative indicators that are abstracted from sales of similar sites and applied to the appraised site.

Based on the Group’s latest announced unaudited financial statements for 1H2025 (“ 1H2025 Results ”), the book value of the Property was approximately U$615,000 equivalent to approximately S$797,102. The Proposed Disposal shall result in a disposal loss of S$84,247 based on the book value of the Property as at 30 June 2025.

2.3. Information on the Purchaser

The information on the Purchaser was provided to the Company by the representatives of the Purchaser. In respect of such information, the Board has not conducted an independent review or verification of the accuracy and correctness of the statements and information below. The Board’s responsibility is limited to the proper extraction and reproduction in the context that is being disclosed in the announcement.

JRA Real Estate, LLC is a Limited Liability Company formed under the laws of North Dakota, United States of America on 14 November 2014. The Purchaser operates in the real estate sector, including the management and leasing of commercial properties and the provision of real estate brokerage services. The sole owner of JRA Real Estate, LLC is Mr Jody R. Arthaud.

The Company received the official offer from the prospective buyer, JRA Real Estate, LLC, through the representative of the Company’s US Agent, on 05 November 2025. The Company has not had any direct contact with the Purchaser, and has only been corresponding with the US Agent.

To the best of the Board’s knowledge and belief, having made reasonable enquiries, the Purchaser is an independent third party and is not related to the Group, the Directors and the controlling shareholders of the Company, and their respective associates.

3. SALIENT TERMS OF THE PURCHASE AGREEMENT

3.1. Consideration

The Consideration for the Property of US$550,000 (approximately S$712,855) was arrived at on a willing-buyer, willing-seller basis after arms’ length negotiations between the Company and the Purchaser through the US Agent and taking into account, among others, the valuation of the Property as at 31 December 2024, the repeated attempts by the Group to obtain offers for the Property, the general property market conditions in United States of America and the current economic environment.

The Consideration will be fully satisfied by the Purchaser in cash and the Deposit has been paid to the US Agent.

3.2. Conditions

Pursuant to the Purchase Agreement, the Proposed Disposal is conditional upon, among others, the following conditions:

(a) the Proposed Disposal shall be subject to any further terms and conditions required by the Company, or where imposed by any relevant regulatory or other competent authority (including the SGX-ST) prior to closing, including without limitation the sale and purchase of the Property being conditional upon the approval by shareholders of the Company (“ Shareholders ”) (if required); and
(b) the signing of a novation deed by the Purchaser, the Company and the existing tenant of the Property regarding the novation of all rights and obligations under the existing land lease agreement between the Company and the current tenant.

4. RATIONALE FOR THE PROPOSED DISPOSAL

The Company acquired the Property in August 2019 through foreclosure and enforcement proceedings to recover the principal sum and interest due Barons Vista LLC under the summary judgment obtained against it. The foreclosure proceedings in Stark County, North Dakota were initiated by the Company in June 2017 following payment defaults by Barons Vista LLC under the convertible loan agreements entered into by the Company in 2014. The Company has been actively seeking for offers from potential buyers for the Property since July 2019, but no formal and firm alternative offers have been received despite several rounds of engagement with various interested parties.

The Purchaser, an independent third party who was introduced to the Group by the US Agent, independent property agent, has submitted the best offer received to date, following extensive negotiations. The terms proposed by the Purchaser are generally consistent with market practice and are not unfavourable to the Company.

The Board believes that the Proposed Disposal is in the best interests of the Group and will allow the Company to realise the value of the Property and improve the liquidity of the Group, where the net proceeds from the Proposed Disposal could be used for working capital purposes.

5. THE EFFECTS OF THE PLACEMENT EXERCISE AND THE LETTER TO THE SGX-ST

5.1. On 30 June 2025, the Company obtained Shareholders’ approval at the extraordinary general meeting of the Company for the Placement Exercise of 414,145,370 new ordinary shares in the share capital of the Company (“ Shares ”) to raise gross proceeds of approximately S$7,040,471. The Company subsequently announced the completion of the allotment and issuance of such Shares to the respective subscribers pursuant to the Placement Exercise on 10 July 2025.

5.2. Following the completion of the Placement Exercise, the issued and paid-up share capital of the Company increased to 828,290,740 Shares (excluding treasury shares). The Group’s total assets increased from approximately S$1,236,000 to approximately S$8,136,471, arising from the increase in cash and equivalents attributable to the net proceeds of the Placement Exercise. Consequently, the Group’s net asset value increased from approximately S$(181,000) to S$6,719,471.
5.3. As the 1H2025 Results, released on 13 August 2025, being the Company’s latest announced consolidated accounts, are being used for the purposes of computing the relative figures on the bases set out in Rule 1006 of Catalist Rules in relation to the Proposed Disposal, such financial results do not take into account the effects of the Placement Exercise.
5.4. Rule 1002(3)(c) of the Catalist Rules provides that: “… [t]he Exchange may allow the issuer's net asset value or net profit to be adjusted to take into account any transaction(s) completed subsequent to the latest announced consolidated accounts provided that adequate information about such transaction(s) has already been announced to shareholders ”.
5.5. Given that (a) the Placement Exercise completed after the end of the financial period for the 1H2025 Results has a significant and material impact on the Group’s net asset value and (b) the details of the Placement Exercise have been duly announced on SGXNet, the Company had, on 28 November 2025, written to the SGX-ST to seek the SGX-ST’s no objection to the use of the adjusted net asset value of the Group to reflect the effects of the Placement Exercise when computing the relative figures under Rule 1006 of Catalist Rules for the Proposed Disposal. Such an adjustment would provide a more accurate and meaningful assessment of the materiality of the Proposed Disposal relative to the Group’s 1H2025 financial position.
5.6. The relative figures in relation to the Proposed Disposal, computed in accordance with Rule 1006 of the Catalist Rules (both before and after adjusting for the effects of the Placement Exercise), have been set out in section 6 of this announcement.
5.7. The Company shall make an appropriate announcement to update the Shareholders as and when there are any material updates or developments, including any relevant regulatory developments.

6. RELATIVE FIGURES COMPUTED PURSUANT TO RULE 1006 OF THE CATALIST RULES

6.1. Based on the 1H2025 Results, the relative figures of the Proposed Disposal computed on the bases set out in Rule 1006 of the Catalist Rules are set out below:

Rule 1006	Bases of Computation	Relative Figure (w/o adjustment)
(a)	Net asset value of assets to be disposed of, compared with the Company’s net asset value	(440.39)%(1)
(b)	Net profits attributable to the assets acquired, compared with the Company’s net profits	(0.18)%(2)(3)
(c)	Aggregate value of the Purchase Consideration compared with the Company’s market capitalisation based on the total number of issued Shares (excluding treasury shares)	1.74%(4)
(d)	Number of equity securities issued by the Company as consideration for the Proposed Acquisition, compared with the number of equity securities previously in issue	Not applicable(5)
(e)	The aggregate volume or amount of proved and probable reserves to be disposed of, compared with the aggregate of the group’s proved and probable reserves	Not applicable(6)

Notes:

(1) Computed based on the book value or net asset value of the Property of S$797,102 (representing US$615,000) and net asset value of the Group of S$(181,000) as of 30 June 2025.
(2) Under Rule 1002(3)(b) of the Catalist Rules, "net profits" is defined to be profit or loss, including discontinued operations that have not been disposed and before income tax, non-controlling interests and extraordinary items.
(3) Based on the net profits attributable to the Property for 1H2025 was approximately S$2,916 (equivalent to US$2,250), and the Group’s net loss for 1H2025 was approximately S$1,616,000.
(4) The Consideration for the Proposed Disposal is US$550,000 (approximately S$712,855), compared to the Company’s market capitalisation of approximately S$41,000,392. The market capitalisation of the Company is computed based on the existing issued share capital of 828,290,740 Shares (excluding treasury shares) and the volume-weighted average price of the Company’s Shares of S$0.0495 per Share on 05 December 2025, being the last date market day preceding the date of the Purchase Agreement).
(5) This basis is not applicable as there will be no issuance of equity securities by the Company in relation to the Proposed Disposal.
(6) This basis is not applicable as the Proposed Disposal is not of mineral, oil or gas assets.
6.2. Without taking into account the effects of the Placement Exercise on the unaudited net asset value of the Group, none of the relative figures computed on the bases set out in Rule 1006 of Catalist Rules exceeds positive 5%. However, the relative figures under Rule 1006(a) and 1006(b) are each negative and where any of the relative figures computed under Rule 1006 of the Catalist Rules involves a negative figure, Rule 1007(1) of the Catalist Rules provides that Chapter 10 of the Catalist Rules may still be applicable to the transaction in accordance with the applicable circumstances outlined in Practice Note 10A of the Catalist Rules.
6.3. Having regard to paragraphs 4.3 and 4.4 of Practice Note 10A of the Catalist Rules, the Proposed Disposal constitutes (i) a disposal of an asset by an issuer (where the issuer has a negative net asset value), and (ii) a disposal of a profitable asset by a loss-making issuer. Accordingly, paragraphs 4.3(c), 4.3(d), 4.4(c), and 4.4(d) of Practice Note 10A of the Catalist Rules are applicable to the Proposed Disposal.
6.4. With reference to paragraph 4.4(c) of Practice Note 10A of the Catalist Rules, the Proposed Disposal constitutes a disposal of an asset by an issuer (where the Group has negative net asset value) where: (i) the absolute relative figure computed on the basis of each of Rule 1006(b) and Rule 1006(c) of the Catalist Rules does not exceed 50%; and (ii) the Proposed Disposal will result in a loss on disposal of approximately S$84,247 (US$65,000), representing 5.2% (i.e. exceeding 5%, but not exceeding 10%) of the consolidated net profits of the Group 1H2025 (taking into account only the absolute values). Accordingly, the Proposed Disposal falls within the situation described in paragraph 4.4(c) of Practice Note 10A, which relates to the disposal of an asset where the issuer has a negative net asset value.
6.5. With reference to paragraph 4.4(d) of Practice Note 10A of the Catalist Rules, the Proposed Disposal constitutes a disposal of a profitable asset by a loss-making issuer where: although the sum of the net profit attributable to the asset to be disposed of and the loss on disposal represents 5.4% (i.e. exceeding 5%, but not exceeding 10%) of the consolidated net loss of the issuer (taking into account only the absolute values), the absolute relative figure computed on the basis of Rule 1006(a) is approximately 440.39%, which exceeds the 50% threshold contemplated in paragraph 4.4(d) of Practice Note 10A of the Catalist Rules. Accordingly, the Proposed Disposal will not fall within the situation described in paragraph 4.4(d) of Practice Note 10A, which relates to the disposal of a profitable asset by a loss-making issuer.

6.6. Notwithstanding that the Proposed Disposal falls within paragraph 4.4(c) of Practice Note 10A of the Catalist Rules, paragraph 4.6 of Practice Note 10A of the Catalist Rules provides that Rule 1014 of the Catalist Rules shall apply to the Proposed Disposal where it does not fall within all the situations stipulated in paragraphs 4.3 (which exempts the relevant transaction from announcement and Shareholders’ approval) and 4.4 (which requires the relevant transaction to be announced) of Practice Note 10A of the Catalist Rules. In light of paragraph 4.6 of Practice Note 10A, as the Proposed Disposal only falls within the circumstances set out in paragraph 4.4(c) and does not meet the circumstances of paragraph 4.4(d), the Proposed Disposal constitutes a “major transaction” under Chapter 10 of the Catalist Rules and is subject to the approval of Shareholders in a general meeting pursuant to Rule 1014 of the Catalist Rules.
6.7. As stated in section 5 of this announcement, the Company has written into SGX, seeking SGXST’s no objection to the use of an adjusted net asset value computation for the purposes of calculating the relative figures under Rule 1006 of the Catalist Rules. The relative figures of the Proposed Disposal, taking into account the effect of the Placement Exercise are set out below:

Rule 1006	Bases of Computation	Relative Figure (with adjustment)
(a)	Net asset value of assets to be disposed of, compared with the Company’s net asset value	11.86%(1)
(b)	Net profits attributable to the assets acquired, compared with the Company’s net profits	(0.18)%(2)(3)
(c)	Aggregate value of the Purchase Consideration compared with the Company’s market capitalisation based on the total number of issued Shares (excluding treasury shares)	1.74%(4)
(d)	Number of equity securities issued by the Company as consideration for the Proposed Acquisition, compared with the number of equity securities previously in issue	Not applicable(5)
(e)	The aggregate volume or amount of proved and probable reserves to be disposed of, compared with the aggregate of the group’s proved and probable reserves	Not applicable(6)

Notes:

(1) Computed based on the book value or net asset value of the Property of S$797,102 (representing US$615,000) and net asset value of the Group (adjusted to take into account the effects of the Placement Exercise) of S$6,719,471 as of 30 June 2025.

(2) Under Rule 1002(3)(b) of the Catalist Rules, "net profits" is defined to be profit or loss, including discontinued operations that have not been disposed and before income tax, non-controlling interests and extraordinary items.

(3) Based on the net profits attributable to the Property for 1H2025 was approximately S$2,916 (representing US$2,250), and the Group’s net loss for 1H2025 was approximately S$1,616,000.

(4) The Consideration for the Proposed Disposal is US$550,000 (approximately S$712,855), compared to the Company’s market capitalisation of approximately S$41,000,392. The market capitalisation of the Company is computed based on the existing issued share capital of 828,290,740 Shares (excluding treasury shares) and the volume-weighted average price of the Company’s Shares of S$0.0495 per Share on 05 December 2025, being the last date market day preceding the date of the Purchase Agreement).

(5) This basis is not applicable as there will be no issuance of equity securities by the Company in relation to the Proposed Disposal.

(6) This basis is not applicable as the Proposed Disposal is not of mineral, oil or gas assets.

6.8. After adjusting the Group’s unaudited net asset value to reflect the effects of the Placement Exercise, the Group’s unaudited net asset value will become positive and the relative figures under Rule 1006(a) will increase from (440.39)% to 11.86%. Notwithstanding this, the relative figures under Rule 1006(b), being (0.18)%, is still a negative figure.
6.9. In these circumstances, and having regard to paragraphs 4.3 and 4.4 of Practice Note 10A of the Catalist Rules, the Proposed Disposal constitutes a disposal of a profitable asset by a lossmaking issuer. Accordingly, only paragraphs 4.3(d) and 4.4(d) of Practice Note 10A of the Catalist Rules are applicable to the Proposed Disposal.
6.10. With reference to paragraph 4.4(d) of Practice Note 10A of the Catalist Rules, the Proposed Disposal constitutes a disposal of a profitable asset by a loss-making issuer where: (i) the absolute relative figure computed on the basis of each of Rule 1006(a) and Rule 1006(c) does not exceed 50%; and (ii) the sum of the net profit attributable to the asset to be disposed of and the loss on disposal represents 5.4% (i.e. exceeding 5%, but not exceeding 10%) of the consolidated net loss of the issuer (taking into account only the absolute values). Accordingly, the Proposed Disposal will fall within the situation described in paragraph 4.4(d) of Practice Note 10A, which relates to the disposal of a profitable asset by a loss-making issuer.
6.11. In such circumstances, the Proposed Disposal would constitute a “discloseable transaction” rather than a “major transaction” under Chapter 10 of the Catalist Rules. Shareholders’ approval under Rule 1014(2) of the Catalist Rules would therefore not be triggered and the Company would instead proceed by way of a disclosable transaction announcement.

7. FINANCIAL EFFECTS OF THE PROPOSED DISPOSAL

7.1. Bases and assumptions

The following are presented for illustration purposes only and are not intended to reflect the actual future financial situation of the Group after the completion of the Proposed Disposal. The financial effects of the Proposed Disposal on the Group as set out below are based on the Group’s latest audited financial statements for the financial year ended 31 December 2024 and the following assumptions:

(a) the financial effects on the Group’s net tangible assets (“ NTA ”) attributable to the Shareholders and the NTA per Share have been computed assuming that the completion of the Proposed Disposal took place on 31 December 2024;
(b) the financial effects on the Group's net loss/profit attributable to the Shareholders and the loss per Share (“ LPS ”) or earnings per share (“ EPS ”) have been computed assuming that the completion of the Proposed Disposal took place on 1 January 2024;
(c) the effects of the Placement Exercise are included for the purpose of illustration under this section;
(d) the expenses incurred in connection with the Proposed Disposal are not material, and have not been included in the following illustrations.

7.2. NTA per Share

	Before the Proposed Disposal without Placement Exercise	After the Proposed Disposal without Placement Exercise	Before the Proposed Disposal with Placement Exercise	After the Proposed Disposal with Placement Exercise
NTA of the Group as at 31 December 2024 (S$’000)	1,433	1,349	8,333	8,249
Number of issued shares (excluding treasury shares)	414,145,370	414,145,370	828,290,740	828,290,740
NTA per Share as at 31 December 2024 (S$ cents)	0.35	0.33	1.01	1.00

7.3. (LPS)/EPS

	Before the Proposed Disposal without Placement Exercise	After the Proposed Disposal without Placement Exercise	Before the Proposed Disposal with Placement Exercise(1)	After the Proposed Disposal with Placement Exercise(1)
Loss attributable to equity holders of the Company for FY2024 (S$'000)	3,055	3,145	3,195	3,285
Weighted average number of issued shares	278,360,003	278,360,003	692,505,373	692,505,373
LPS for FY2024 (S$ cents)	1.10	1.13	0.46	0.47

Note:

(1) Assuming the placement of 414,145,370 shares as announced on 15 May 2025 occurred on 1[st] January 2024, which takes into account the S$7,040,471 gross proceeds raised, and estimated expense of the placement of S$140,000.

8. INTERESTS OF DIRECTORS AND SUBSTANTIAL SHAREHOLDERS

None of the Directors or substantial Shareholders of the Company has any interest, direct or indirect, in the Proposed Disposal contemplated herein (other than in his capacity as a Director or Shareholder of the Company).

9. DIRECTOR’S SERVICE CONTRACT

No person will be appointed to the Board in connection with the Proposed Disposal and no service contracts in relation thereto will be entered into by the Company.

10. CAUTIONARY STATEMENT AND FURTHER ANNOUNCEMENTS

10.1. Shareholders are advised to exercise caution when dealing in the Company’s securities as the Proposed Disposal is subject to certain conditions and there is no certainty or assurance as at the date of this announcement that the Proposed Disposal will be completed. The Company will make the necessary announcements when there are further developments.
10.2. Shareholders are advised to read this announcement and any further announcements by the Company carefully. When in any doubt, Shareholders are advised to seek independent advice from their stockbroker, bank manager, accountant, solicitor or any other professional adviser.

11. DIRECTORS’ RESPONSIBILITY STATEMENT

The Directors of the Company collectively and individually accept full responsibility for the accuracy of the information given in this announcement and confirm after making all reasonable enquiries, that to the best of their knowledge and belief, this announcement constitutes full and true disclosure of all material facts about the Proposed Disposal, the Company and its subsidiaries, and the Directors are not aware of any facts the omission of which would make any statement in this announcement misleading. Where information in this announcement has been extracted from published or otherwise publicly available sources or obtained from a named source, the sole responsibility of the Directors has been to ensure that such information has been accurately and correctly extracted from those sources and/or reproduced in this announcement in its proper form and context.

12. DOCUMENT AVAILABLE FOR INSPECTION

Copies of the Purchase Agreement and the latest valuation report in connection with the Property are available for inspection at 410 North Bridge Road #05-35, Singapore 188726, during normal office hours (i.e., 9.30 a.m. to 6.00 p.m., Mondays to Fridays (excluding gazetted public holidays) for a period of three (3) months from the date of this announcement.

BY ORDER OF THE BOARD Prospera Global Limited

Guo Jiahui

Group Chief Executive Officer and Executive Director 08 December 2025

This announcement has been reviewed by the Company's Sponsor, Evolve Capital Advisory Private Limited. It has not been examined or approved by the Exchange and the Exchange assumes no responsibility for the contents of this document, including the correctness of any of the statements or opinions made or reports contained in this announcement.

The contact person for the Sponsor is Mr. Jerry Chua (Tel: (65) 6241 6626), at 160 Robinson Road, #20-01/02 SBF Center, Singapore 068914.

AI assistant

PROSPERA GLOBAL LIMITED Capital/Financing Update 2025

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