Subject: George David Richardson - Early Warning News Release
Word Document
File: '\\swfile\EmailIn\20260306 152729 Attachment News Release for Early Warning Report for Countryman for acquisition of shares and warrants on conversion of debentures.docx'
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George David Richardson Files Early Warning Report Acquisition
VANCOUVER, March 6, 2026 - George David Richardson (the "Acquiror") announces that effective on March 3, 2027, he acquired ownership, indirectly through Countryman Investment Ltd., a company wholly owned by George David Richardson, of 6,735,937 common shares (the "Shares") and 6,735,937 share purchase warrants (the "Warrants") of Prospera Energy Inc. (the "Company") pursuant to the conversion of a convertible debenture (the "Debenture") in the principal amount of $200,000 plus interest of $35,757.81 (the "Transaction"). The Warrants are exercisable at a price of $0.05 per Share for a period of three years from the date of issue.
Prior to the Transaction, the Acquiror directly and indirectly owned and controlled an aggregate of:
40,890,222 Shares held indirectly through Countryman,
Debenture in the principal amount of $200,000 held indirectly through Countryman, and
500,000 Shares which are issuable on exercise stock options held directly,
which represents 8.6% of the 473,050,380 issued and outstanding Shares as of March 2, 2026, the date prior to the acquisition of the Shares and the Warrants, on a non-diluted basis. If the Acquiror were to convert the Debenture and exercise the stock options, the Acquiror will directly and indirectly own and control 52,818,792 Shares or 10.9% of the issued and outstanding Shares calculated on a partially diluted basis.
Following the Transaction, the Acquiror directly and indirectly owns and controls an aggregate of:
47,626,159 Shares held indirectly through Countryman,
500,000 Shares issuable on exercise of the Options, and
6,735,937 Shares issuable on exercise of the Warrants,
which represents 9.9% of the 479,786,317 issued and outstanding Shares as of March 3, 2026, the date of the acquisition of the Shares and the Warrants, on a non-diluted basis. If the Acquiror were to exercise the outstanding the Warrants and the stock options, the Acquiror will directly and indirectly own and control 54,862,096 Shares or 11.3% of the issued and outstanding Shares calculated on a partially diluted basis.
6,735,937 Shares and 6,735,937 Warrants were acquired on conversion of the Debenture. This investment will be reviewed on a continuing basis by the Acquiror and such holdings may be increased or decreased in the future. The Acquiror may in the future acquire or dispose of the Shares through the open market, privately or otherwise, as circumstances or market conditions warrant.
The Acquiror has filed an Early Warning Report pursuant to National Instrument 62-103F1 The Early Warning System and Related Take-Over Bid and Insider Reporting Issues describing the above transaction with the applicable securities regulatory authorities. A copy of the Early Warning Report is available on SEDAR+ at www.sedarplus.ca under the profile of the Company.
"George David Richardson"
George David Richardson
Tel: 604-408-0558
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
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