Private Offer to Purchase Certain Outstanding Shares of Prospero Minerals Corp.

September 30, 2008 4.30 pm

TO ALL PROSPERO MINERALS CORP. SHAREHOLDERS

Prospero Minerals Corp. is looking forward to expanding the development and acquisition of its business interests in water, renewable energy and security technology.  By concentrating on these state-of-the-art technologies, we are confident that our businesses will generate revenues to make Prospero a leading company in technologies that are fundamental to all of our lives. A number of joint ventures in these areas should be finalized in the near future and the details will be released upon Board approval.

In order to finalize requirements for our public listing, the Prospero board of directors has issued approval to inform shareholders of an offer to purchase up to 15 million outstanding shares of PSPO at the prevailing market price, not to exceed $1.00 per share. The minimum purchase will be 100,000 (one hundred thousand) shares. The closing date for the offer is set for October 24, 2008 at 4.00 PM.

The conditions of the offer will require proper proof of ownership and verification of payment of the original shares, as a basic condition of the transaction.  The private offer documents regarding the share purchase offer will be available by NOON Monday October 6, 2008 at a cost of $50.00.

Requests with details of the shares to be sold should be sent direct, by email or fax to This e-mail address is being protected from spam bots, you need JavaScript enabled to view it or FAX +242 324 4250 on or before noon October 17th,  2008 together with confirmation of the wire transfer for $50.00 (US dollars) to the account of Cavitation Concepts Corp. as listed below.

WIRE TRANSFER INSTRUCTIONS

CHASE MANHATTAN BANK
1 Chase Manhattan Plaza
New York,  N.Y.  10081
Royal Bank of Canada
Madeira Street
(Palmdale Branch)
Nassau, Bahamas
Acc. #001188448
Swift Code: ROYCBSNS
ABA # 021000021
For further credit to:
Cavitation Concepts Co. Limited
Acc. #  174 090 1

Confirmation and receipt of funds together with the Contract will be sent by email within 24 (twenty-four) hours of receipt. 

Thank you for your consideration and time.

Yours in success,

Chief Financial Officer And Chairman,
Cavitation Concepts Corporation Limited/Prospero Minerals Corp.