ProStar Holdings Announces Closing of First Tranche of Private Placement for Gross Proceeds of US$1 Million

GRAND JUNCTION, Colo., March 27, 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 that it has closed the first tranche of its previously announced non-brokered private placement (the “First Tranche”) for gross proceeds of approximately US$1,050,000, through the sale of 8,728,125 units (the “Units”) at a price of C$0.16 per Unit (the “Offering Price”).

Each Unit consists of one common share of the Company (each, a "Common Share", and collectively the "Common Shares") and one Common Share purchase warrant (each whole warrant, a "Warrant" and collectively the "Warrants"). Each Warrant entitles the holder thereof to acquire one common share of the Company (a "Warrant Share") at a price of C$0.22 per Warrant Share for a period of 36 months from the date of issuance thereof, 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$0.30 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 from the First Tranche for sales, marketing, and working capital requirements.

Wayne Moore, a director of the Company (the “Interested Party”), purchased or acquired direction or control over a total of 6,250,000 Units as part of the First Tranche. The placement to the Interested Party 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)(a) of MI 61-101. The Company did not file a material change report 21 days prior to the closing of the First Tranche as the details of the participation of Interested Party had not been confirmed at that time.