Calgary, Alberta--(Newsfile Corp. - June 29, 2026) - Prospera Energy Inc. (TSXV: PEI) (OTC Pink: GXRFF) ("Prospera", "PEI", the "Corporation", or the "Company")
Prospera Energy is pleased to announce a non-brokered private placement of units of the Company at $0.04 per unit for aggregate gross proceeds of up to $12,000,000, the largest financing in the Company's history and a defining inflection point for Prospera. Over the past twenty months, the Company executed a deliberate and highly successful shift in strategy, focusing its efforts on reactivating previously shut-in wells across its existing inventory, with remarkable results that have been proven repeatedly in the field. This financing is the catalyst that will take the proven model to full scale. Capital deployed across Prospera's remaining inventory of more than 140 reactivation candidates is expected to rapidly grow production, compounding into field cash flow that funds further development and systematically retires the Company's balance sheet obligations, creating a self-reinforcing engine of production growth and balance sheet repair.
A demonstrated, capital-efficient development model
Since the strategic shift, the Company has completed 19 reactivations and more than 60 workovers, propelling production at its flagship Luseland property from approximately 54 boe/d to 260 boe/d, a remarkable 381% increase that drove the field to an eight-year production high. These projects have delivered exceptional economics, with per-well payback periods of just six to eight months and production brought online at a capital efficiency of less than $10,000 per boe/d, a level that ranks among the most compelling in the Canadian heavy-oil sector.
Saskatchewan Production Overview Since Board & Management Transition
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Reactivation Star Performer: 03-09-036-25W3
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Reactivation Star Performer: 16-07-036-25W3
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Reactivation Star Performer: 10-08-036-25W3
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Reactivation Star Performer: 01-17-036-25W3
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Reactivation Star Performer: 10-07-036-25W3
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Use of proceeds
The capital is purpose-built for growth. Approximately $10,000,000 of the gross proceeds is earmarked specifically for the Company's workover and reactivation program, the engine driving Prospera's next phase of production, cash flow, and reserves expansion, with the remaining $2,000,000 directed to working capital. Critically, the program requires no new drilling. Every dollar is deployed against existing, proven wellbores, the lowest-risk and most capital-efficient barrels available to the Company. As non-producing and shut-in wellbores are returned to production, the Company expects to unlock a powerful dual benefit. As production surges and reserves expand, the Company builds a larger, more valuable asset base that supports both its cash flow and its balance sheet.
A comprehensive balance sheet transformation
Beyond funding production growth, the Offering is structured to fundamentally reset the Company's financial position. Management has evaluated, in detail, the precise capital required to restore positive working capital, address the going-concern qualification in the Company's financial statements, and establish a clear, defined path to retiring every obligation including the senior secured facility within 24 months of closing. The mechanism is self-reinforcing. Cash flow generated by the development program is intended to systematically retire the Company's senior debt, subordinated debt and gross overriding royalty obligations, together totalling approximately $30 million, with balances amortized to zero over the following 24 months. The Company is concurrently advancing long-term extension and refinancing discussions with its senior lender to secure an extended runway as the development program executes, while accounts payable continues to be reduced through a disciplined combination of cash payments, scheduled payment plans, and shares-for-debt settlements.
The outcome is a fundamentally de-risked enterprise; positive working capital restored, debt and royalty obligations eliminated, and a growing, cash-generating asset base. Net debt is modelled to decline materially over the program horizon, transitioning toward a net cash position as free cash flow accumulates, positioning Prospera within the financial profile of the most successful low-decline heavy-oil producers in Western Canada.
A proven blueprint in Western Canadian heavy oil
Prospera believes its strategy closely mirrors a transformation already demonstrated by Hemisphere Energy, an operator the Company regards as a close peer and benchmark for value creation in conventional heavy oil. Several years ago, Hemisphere was a small-capitalization producer developing low-decline heavy-oil pools of a character comparable to Prospera's. Through a deliberate shift toward enhanced recovery on its existing asset base, Hemisphere grew production from approximately 1,400 boe/d to approximately 3,800 boe/d. That growth drove a corresponding expansion in field cash flow, which the Company applied to systematically retire its debt, progressively cleaning up its balance sheet and ultimately reaching a net-cash position from which it has since returned substantial capital to shareholders. Prospera is pursuing the same sequence; capital-efficient development of known, low-decline reservoirs that grows production and cash flow, which in turn funds the retirement of its obligations and the restoration of a clean balance sheet.
Reserves, abandonment, and tax efficiency
The program delivers benefits that extend across the Company's reserves and liability profile. Each reactivated wellbore is anticipated to convert shut-in and non-producing wells into booked proved developed producing reserves while reducing the Company's asset retirement obligations and improving its decommissioning outlook as activity increases. The Company is further positioned to retain substantially all of the cash flow it generates: Prospera holds approximately $75.8 million of accumulated tax pools, including approximately $38.1 million of non-capital losses and approximately $32.1 million of resource pools, which are expected to fully shelter forecast pre-tax income and result in no modelled cash income tax over the development horizon.
Management commentary
"The work of the last twenty months has changed what Prospera is," said Shubham Garg, Chief Executive Officer of Prospera. "We have proven the new business model works by demonstrating low-risk growth from existing wellbores rather than high-risk exploration supported by a resource base of 380 million barrels in place at single-digit recovery factors. This financing allows us to execute efficiently against that inventory at full scale while rebuilding the balance sheet at the same time by restoring positive working capital, addressing the going-concern qualification, and establishing a clear path to retiring all debt within two years. I believe this is the single most important milestone in Prospera's history and we are ready to execute."
Offering details
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 $0.06 for a period of two years following closing. Full exercise of the warrants would provide the Company with up to an additional $18,000,000 of growth capital, structured to align investors with the Company's value-creation plan and to fund the subsequent phases of the development program as it unfolds.
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.
| Issuer: | Prospera Energy Inc. ("Prospera", "PEI", or the "Corporation"); |
| Offering: | Non-brokered offering (the "Offering") of units ("Units"). Each Unit will consist of (i) one common share of the Company and (ii) one common share purchase warrant (the "Warrant"). Each Warrant shall entitle the holder to acquire one additional common share of the Company at an exercise price of $0.06 for a period of two years from the date of issuance thereof. The Warrants shall be transferable and shall not be listed on any stock exchange; |
| Offering Amount: | Up to $12,000,000 CAD (the "Offering"). |
| Issue Price: | $0.04 per Unit. |
| Use of Proceeds: | The net proceeds from the Offering will be used towards (i) The Luseland Well Reactivation Program, focused on bringing previously shut-in heavy-oil wells back on production; (ii) The Luseland Well Optimization Program, focused on installing additional recycle pumps and performing pump-upsize projects, including sand cleanouts, on currently active wells; and (iii) The Cuthbert Workover Program, consisting of targeted workovers and optimization activities on shut-in wells to restore and improve production; |
| Eligibility: | The Units are eligible for TFSA, RRSP, RESP, RRIF, RDSP, FHSA and DPSP Accounts for qualified Investors; |
| Hold Period: | The Units issued will be subject to a hold period of four months and one day from the date of issuance; |
| Finder's Fee: | The Company may pay qualified finders a fee of (i) 7% of the aggregate cash proceeds received from the sale of the Offered Securities and a number of warrants equal to 7% of the aggregate number of Units issued under the Offering. Each warrant will entitle the holder to acquire one common share of the Issuer at any time for a period of two (2) years from the date of issuance at a price of $0.06; |
| Anti-Dilution: | The Warrant exercise price will also be subject to standard anti-dilution adjustments upon, inter alia, share consolidations, share splits, spin-off events, rights issues and reorganizations; |
| Underlying Shares: | Common shares of the Company listed on the TSX Venture Exchange under the symbol PEI (the "Common Shares"). |
| Offering Basis: | Non-brokered private placement offering. |
| Target Close Date: | On or before July 15, 2026. |
June 2026 Corporate Update Conference Call June 30th - Virtual
Prospera will host its June 2026 Corporate Update Conference Call on June 30, 2026, at 10:00am MST. Investors can register to attend via Zoom here. During the call, management will provide updates on operational progress, production optimization initiatives, and near-term strategic priorities. Investors may also view the Company's May 2026 corporate update on YouTube here and the June 2026 Key Wells Report here.
Shares for Debt
Prospera has entered into settlement agreements with a total of 3 arm's length vendors, representing an aggregate of $42,800.24 in outstanding trade payables, to be satisfied through the issuance of 996,005 common shares. Two vendors have collectively settled a total of $14,800.24 through the issuance of 296,005 common shares at a deemed price of $0.050 per share. One vendor has settled $28,000.00 through the issuance of 700,000 common shares at a deemed price of $0.040 per share. The shares 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 April 20, 2026. The Company has entered into settlement agreements with a total of five arm's length vendors, representing an aggregate of $170,476.02 to be satisfied through the issuance of 4,100,306 common shares.
The settlements are structured as follows:
- Two vendors have agreed to settle a total of $30,188.54 of trades payable through the issuance of 603,771 common shares at a deemed price of $0.050 per share.
- One vendor has agreed to settle a total of $3,834.76 of trades payable through the issuance of 85,217 common shares at a deemed price of $0.045 per share.
- One vendor has agreed to settle a total of $113,389.92 of interest payable through the issuance of 2,834,748 common shares at a deemed price of $0.040 per share.
- One vendor has agreed to settle a total of $23,062.80 of trades payable through the issuance of 576,570 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.
About Prospera
Prospera Energy Inc. is a publicly traded Canadian energy company specializing in the exploration, development, and production of crude oil and natural gas. Headquartered in Calgary, Alberta, Prospera is dedicated to optimizing recovery from legacy fields using environmentally safe and efficient reservoir development methods and production practices. The company's core properties are strategically located in Saskatchewan and Alberta, including Cuthbert, Luseland, Hearts Hill, and Brooks. Prospera Energy Inc. is listed on the TSX Venture Exchange under the symbol PEI and the U.S. OTC Market under GXRFF.
Prospera reports gross production at the first point of sale, excluding gas used in operations and volumes from partners in arrears, even if cash proceeds are received. Gross production represents Prospera's working interest before royalties, while net production reflects its working interest after royalty deductions. These definitions align with ASC 51-324 to ensure consistency and transparency in reporting.
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 future 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 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.
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