ProStar Announces Convertible Debenture Financing and Warrant Repricing

NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

GRAND JUNCTION, Colo., Jan. 17, 2024 (GLOBE NEWSWIRE) -- ProStar Holdings Inc. (“ProStar” or the “the Company”) (TSXV: MAPS) ( OTCQB: MAPPF ) a world leader in Precision Mapping Solutions, is pleased to announce that the Company intends to complete a non-brokered private placement of convertible debentures of the Company (each, a “Convertible Debenture”) in the principal amount of up to US$3,000,000 (the “Offering”).

Each Convertible Debenture will bear interest at a rate of 10% per annum, calculated and compounding annually, and mature four (4) years following the date of issuance (the “Maturity Date”). The principal amount of each Convertible Debenture (the “Principal Amount”) will be convertible into units of the Company (each a “Unit”) at a conversion price of C$0.30 per Unit (the “Conversion Price”) at the option of the holder of a Convertible Debenture (“Debenture Holder”) at any time prior to the Maturity Date.

Each Unit will be comprised of one common share of the Company (a “Common Share”) and one-half of one common share purchase warrant (each whole warrant, a “Warrant”). Each full Warrant will entitle the holder thereof to purchase one common share of the Company (a “Warrant Share”) at a price of C$0.30 per Common Share for a period of twelve (12) months from the date of issuance thereof (the “Warrant Expiry Date”). If at any time prior to the Warrant Expiry Date, the ten (10) day daily moving average, being the average closing price of the Common Shares on the TSX Venture Exchange (the “TSXV”) for a period of ten (10) consecutive trading days, is greater than C$0.40 per Common Share, as adjusted in accordance with the terms of the certificate representing the Warrants (the “Warrant Certificates”), the Company may, at its option, accelerate the Warrant Expiry Date to the date that is 30 days following the written notice to the holders of the Warrants, in the form of a press release or other form of notice permitted by the Warrant Certificates.

All interest accrued on the Convertible Debentures, if payable prior to the Maturity Date, shall be paid, at the election of the Company, either: (i) in cash; or (ii) subject to the approval of the TSXV, in Common Shares at a price per share equal to the greater of: (A) the twenty (20) day daily moving average prior to the date immediately before the date the Common Shares are issued in satisfaction of accrued interest, and (B) the closing price of the Common Shares on the TSXV on the date immediately preceding the issuance of the Common Shares in satisfaction of accrued interest (the “Interest Conversion Price”). Interest shall be payable upon conversion of the Convertible Debentures or on the Maturity Date.