ProStar Holdings Announces Non-Brokered Private Placement

GRAND JUNCTION, Colo., March 13, 2024 (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 a non-brokered private placement for gross proceeds of up to C$2,500,000 (the "Offering").

The Offering will consist of up to 15,625,000 units of the Company (each, a "Unit", and collectively the "Units") at a price of C$0.16 per Unit (the "Offering Price"). Each Unit consists of one common share of the Company (a "Common Share") and one Common Share purchase warrant (a “Warrant”). Each Warrant will entitle the holder thereof to acquire one common share of the Company at a price of C$0.22 per Common Share for a period of 36 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 Cdn$0.30 for a period of ten (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, and working capital requirements.

Directors and officers of ProStar and shareholders owning more than 10% of the Common Shares may participate in the Offering for a yet to be determined amount. Any such participation in the Offering will constitute a “related party transaction” as defined in Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“61-101”). The Offering will be exempt from the formal valuation and minority shareholder approval requirements of 61-101 as neither the fair market value of the securities issued to related parties nor the consideration for such securities is expected to exceed 25% of the Company’s market capitalization.

The securities issued in the Offering will be subject to applicable hold periods imposed under applicable securities legislation, including a hold period of 4 months and one day from the date of issuance. The Company may pay a finder’s fee on a portion of the gross proceeds of the Offering. The Offering remains subject to regulatory approval and the approval of the TSX Venture Exchange (the “TSXV”).