Prospera Energy Inc. (TSXV: PEI) (OTC Pink: GXRFF) has announced a non-brokered private placement of up to 400,000,000 units priced at $0.03 per unit, targeting gross proceeds of up to $12.0 million CAD. The offering replaces three previously announced unit offerings from June and August 2026, none of which resulted in any securities being issued. Simultaneously, the Calgary-based heavy-oil producer disclosed shares-for-debt settlements totalling approximately $275,202 with ten arm's length vendors. Investors may be watching closely given the placement's targeted close date of September 30, 2026, subject to TSX Venture Exchange approval.

Key Points

  • Prospera Energy Inc. (TSXV: PEI / OTC Pink: GXRFF) — Calgary-based crude oil and natural gas producer
  • Non-brokered private placement of up to 400,000,000 units at $0.03 per unit, replacing all prior terminated offerings under which no securities were issued
  • Each unit comprises one common share and one warrant exercisable at $0.05 for two years; closing targeted on or before September 30, 2026
  • Investors should watch for TSX Venture Exchange approval of both the placement and the shares-for-debt transactions

Prospera's Revised Private Placement Structure and Unit Terms

The non-brokered offering carries the same terms as those announced August 29, 2026, and is being filed as a new private placement in line with Exchange policy. Each unit consists of one common share and one warrant entitling the holder to acquire one additional common share at $0.05 for two years following closing. Securities will be offered under prospectus and registration exemptions in eligible jurisdictions, and all issued securities will carry a statutory hold period of four months and one day from closing. The company may pay qualified finders a fee of 7% of cash proceeds plus warrants equal to 7% of units issued, exercisable at $0.05 for two years.

Intended Use of Proceeds Across Luseland and Cuthbert Programs

The release states that net proceeds are earmarked for three operational programs. The Luseland Well Reactivation Program targets previously shut-in heavy-oil wells being brought back to production. The Luseland Well Optimization Program focuses on installing additional recycle pumps and pump-upsize projects, including sand cleanouts on active wells. The Cuthbert Workover Program covers targeted workovers and optimisation activities on shut-in wells at that Saskatchewan asset. Units issued under the offering are eligible to be held in registered accounts including TFSA, RRSP, RESP, RRIF, RDSP, FHSA, and DPSP for qualified investors.

Shares-for-Debt Settlements Retire Over $275,000 in Vendor Payables

Prospera simultaneously disclosed two tranches of shares-for-debt activity. In the first, six arm's length vendors settled an aggregate $202,531.31 in trade payables through the issuance of 5,500,348 common shares and 1,250,000 warrants at deemed prices ranging from $0.035 to $0.050 per share. In the second, an update to settlements originally disclosed May 18, 2026, four vendors settled $72,671.43 through 1,782,746 common shares at deemed prices of $0.040 to $0.050. The TSX Venture Exchange has accepted the second tranche; the first remains subject to TSXV acceptance.