Prospera Energy Inc. Announces Private Placement Financings

Rhea-AI Summary

Prospera Energy Inc. (OTC:GXRFF) is executing two non-brokered private placements to raise up to $4 million CAD, supporting its restructuring and development plans. The first placement aims to raise $2 million through secured convertible debentures, allowing conversion into common shares at $0.05 after one year. The second placement seeks $2 million by offering units at $0.075 each, which include a common share and a warrant at $0.10. Both financings are pending TSX Venture Exchange approval and are expected to close around March 25, 2022.

Positive

• Two private placements total up to $4 million CAD to support restructuring.
• Secured convertible debentures provide a conversion option for investors.
• Offers potential for increased production through development plans.

Negative

• Reliance on private placements indicates potential liquidity issues.
• Funding tied to ongoing restructuring raises questions on financial stability.

Not For Distribution to U.S. News Wire Services or For Dissemination in The United States

CALGARY, Alberta, March 09, 2022 (GLOBE NEWSWIRE) --

(TSXV:PEI)(OTC:GXRFF)(FRA:0F6A):

Prospera Energy Inc. ("Prospera" or the "Corporation") announces two non-brokered private placement financings to fund the ongoing restructuring process that has transitioned the Corporation to regulatory compliance, environmentally safe operating conditions and production optimization. The proceeds from these financings will fund the second phase of the development plan (horizontal wells), increasing ownership and acquisitions at hand under agreements. The financings are subject to further review and acceptance by the TSX Venture Exchange and is expected to close on or around March 25, 2022.

In the first private placement, a total of up to $2,000,000 will be raised by offering 8% secured convertible debentures with the principal amount convertible into Common Shares of the Corporation and share purchase warrants. Applicable interest will be payable in cash or shares at the option of the Corporation.

Debenture Term sheet

Issuer:	Prospera Energy Inc. (the Corporation).
Issue:	Debentures with a 2-year term, secured.
Conversion Price:	Upon conversion, each debenture will entitle the holder to one Common Share and one share purchase warrant, at a price of $0.05 in year one and $0.10 in year two. Each share purchase warrant obtained through conversion of the debenture can be exercisable into another Common Share at a price of $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 twenty days or more. The Corporation may also accelerate the expiry of the warrants to 15 days if the shares trade at $0.10 for 5 consecutive days following the expiry of the 4 month hold period.
Offering Amount:	Up to $2,000,000 (the Debenture Offering).
Underlying Shares:	Common shares of the Corporation to be listed on the TSX Venture Exchange under the symbol PEI (the Common Shares).
Use of Proceeds:	The Corporation intends to use the net proceeds of the Debenture Offering for working capital.
Interest:	8% interest per annum, compounded 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.
Finder’s Fees	The Corporation may pay qualified finders a fee of 3% cash and 3% warrants.

In the second private placement, the Corporation intends to raise up to $2,000,000 by offering units of the Corporation at a price of $0.075 per unit (the Unit Offering). Each unit is composed of one Common Share of the Corporation and one share purchase warrant. Each warrant issued through this Unit Offering will entitle the holder to acquire one additional share in the capital of the Corporation at a price of $0.10 per share for a period of two (2) years from the date the units are issued. The Corporation reserves the right to accelerate the expiry date of the warrants to fifteen (15) days, in the event the share trades at $0.125 for five (5) consecutive business days following the expiry of the four (4) months hold period.

An aggregate amount of up to $4,000,000 CAD may be raised through these non-brokered private placements. 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. These private placements are offered in jurisdictions where the Corporation is legally allowed to do so.

About Prospera

Prospera is a public oil and gas exploration, exploitation and development company focusing on conventional oil and gas reservoirs in Western Canada. Prospera will use its experience to develop, acquire and drill assets with potential for primary and secondary recovery.

For further information:
Sandra Lee-Chong, Corporate Liaison
Tel:		(403) 454-9010
Email:		admin@prosperaenergy.com
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 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 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. 

FAQ

What are the details of the private placements for Prospera Energy Inc. (GXRFF)?

Prospera Energy Inc. is conducting two private placements to raise up to $4 million CAD, with one offering secured convertible debentures and the other offering units at a price of $0.075.

When is the expected closing date for the private placements by Prospera Energy Inc. (GXRFF)?

The private placements are expected to close on or around March 25, 2022.

How will the proceeds from the private placements be used by Prospera Energy Inc. (GXRFF)?

The proceeds will be used for the ongoing restructuring process, production optimization, and working capital.

What is the conversion price for the secured convertible debentures offered by Prospera Energy Inc. (GXRFF)?

Each secured convertible debenture can be converted into common shares at a price of $0.05 in the first year and $0.10 in the second year.