Prospera Energy updates financing

Calgary, Alberta--(Newsfile Corp. - September 9, 2026) - Prospera Energy Inc. (TSXV: PEI) (OTC Pink: GXRFF) (" Prospera ", " PEI ", the " Corporation ", or the " Company ")

Private Placement Update Prospera announces a non-brokered private placement of up to 400,000,000 units at $0.03 per unit for aggregate gross proceeds of up to $12.0 million. The offering carries the same terms announced on August 29 th , 2026 and is being filed with the TSX Venture Exchange as a new private placement in accordance with Exchange policy. It replaces the unit offering previously announced on June 29 th , August 3 rd and August 29 th , 2026, which has been terminated and under which no securities were issued.

Each unit consists of one common share of the Company and one common share purchase warrant. Each warrant entitles the holder to acquire one additional common share at an exercise price of $0.05 for a period of two years following closing. The securities will be offered to qualified purchasers in reliance upon exemptions from prospectus and registration requirements of applicable securities legislation. The private placement is offered in jurisdictions where the Corporation is legally allowed to do so. All securities issued under the Offering will be subject to a statutory hold period of four months and one day from the date of closing in accordance with applicable Canadian securities laws. The Offering remains subject to the approval of the TSX Venture Exchange.

Shares for Debt Prospera has entered into settlement agreements with a total of six arm's length vendors, representing an aggregate of $202,531.31 in outstanding trade payables, to be satisfied through the issuance of 5,500,348 common shares and 1,250,000 warrants. One vendor has settled $4,771.85 through the issuance of 95,437 common shares at a deemed price of $0.050 per share. Two vendors have collectively settled a total of $18,700.54 through the issuance of 467,514 common shares at a deemed price of $0.040 per share. One vendor has settled $50,000.00 through the issuance of 1,250,000 common shares at a deemed price of $0.040 per share and 1,250,000 warrants. Each warrant entitles the holder to acquire one additional common share at an exercise price of $0.05 for a period of five years following closing. Two vendors have collectively settled a total of $129,058.92 through the issuance of 3,687,397 common shares at a deemed price of $0.035 per share. The shares and warrants will be subject to a trading restriction of four months and a day from the date of issuance and are subject to TSXV acceptance.

Shares for Debt Update Prospera announces an update to its previously announced shares-for-debt settlements originally disclosed on May 18, 2026. The Company has entered into settlement agreements with a total of four arm's length vendors, representing an aggregate of $72,671.43 to be satisfied through the issuance of 1,782,746 common shares. One vendor has settled $6,808.23 through the issuance of 136,165 common shares at a deemed price of $0.050 per share. Three vendors have collectively settled $65,863.20 through the issuance of 1,646,581 common shares at a deemed price of $0.040 per share. The shares will be subject to a statutory hold period of four months and one day from the date of issuance. The transactions have been accepted by the TSX Venture Exchange.