ProStar Holdings Announces Closing of Private Placement For Gross Proceeds of Approximately $3,550,000

GRAND JUNCTION, Colo., July 24, 2023 (GLOBE NEWSWIRE) -- (OTCQB: MAPPF) (TSXV: MAPS) (FSE: 5D00) ProStar Holdings Inc. (the "Company" or "ProStar") a world leader in Precision Mapping Solutions, is pleased to announce that it has closed its previously announced non-brokered private placement (the “Offering”) for gross proceeds of approximately $3,550,000, through the sale of 11,833,334 units (the “Units”) at a price of $0.30 per Unit (the “Offering Price”).

Each Unit consisted of one common share of the Company (each, a "Common Share", and collectively the "Common Shares") and one-half of one Common Share purchase warrant (each whole warrant, a "Warrant" and collectively the "Warrants"). Each whole Warrant entitles the holder thereof to acquire one common share of the Company at a price of C$0.45 per Common Share for a period of 24 months from the closing date of the Offering, provided that if the closing price of the Common Shares on any Canadian stock exchange on which the Common Shares are then listed is at a price equal to or greater than C$0.75 for a period of 10 consecutive trading days, the Company will have the right to accelerate the expiry date of the Warrants by issuing a press release or other form of notice permitted by the certificate representing the Warrants, announcing that the Warrants will expire at 4:30 p.m. (Vancouver time) on a date that is not less than 30 days from the date notice is given.

The Company will use the proceeds of the Offering for sales, marketing, research and development, and working capital requirements.

In connection with the Offering, the Company paid finder’s commissions of an aggregate of $30,731.52.

A director of the Company (the “Interested Party”) purchased or acquired direction or control over a total of 4,400,000 Units as part of the Offering. The Interested Party together with employees of the Company accounted for over 40% of the proceeds from the Offering The placement to those persons constitutes a “related party transaction” within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”). Notwithstanding the foregoing, the directors of the Company have determined that the Interested Party’s participation in the Offering will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 in reliance on the exemptions set forth in sections 5.5(a) and 5.7(1)(b) of MI 61-101. The Company did not file a material change report 21 days prior to the closing of the Offering as the details of the participation of Interested Party had not been confirmed at that time.