5D00 ProStar Holdings Inc

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.

On the Maturity Date, the Principal Amount and all accrued and unpaid interest shall be repaid at the election of the holder, either: (i) in cash; or (ii) subject to the approval of the TSXV, (x) in case of the Principal Amount, through the issuance of Units at the Conversion Price; and (y) in case of the accrued and unpaid interest, through the issuance of Shares at the Interest Conversion Price.

At any time following the issuance of the Convertible Debentures, if the ten (10) day daily moving average is greater than C$0.40 per Share, the Company may, at its discretion, force the conversion of the aggregate Principal Amount, plus any accrued and unpaid interest, of the then outstanding Convertible Debentures on the same terms as applicable to the exercise of the conversion privileges by the holder, by providing each holder with 30 days’ written notice.

The Convertible Debentures will be unsecured obligations of the Company, and will be subordinated in right of payment of principal and interest to all secured debt and to all existing and future senior indebtedness of the Company and senior to any of the Company’s future debt that is expressly subordinated to the Convertible Debentures.

The Company may pay finders’ fees in connection with the Offering to certain eligible finders in the form of a cash commission of up to 5% of the gross proceeds raised under the Offering from subscribers introduced to the Company by the finder.

The net proceeds received by the Company from the Offering are intended to be used for general corporate purposes.

The Offering remains subject to receipt of TSXV approval and all other necessary regulatory approvals. All securities issued in connection with the Private Placement will be subject to a four-month hold period from the closing date under applicable Canadian securities laws, in addition to such other restrictions as may apply under applicable securities laws of jurisdictions outside Canada.

Warrant Repricing

The Company also intends to amend the exercise price of an aggregate of 4,129,630 common share purchase warrants (the “July 2023 Warrants”) from C$0.45 to C$0.30 (the “Repricing”). The July 2023 Warrants were issued on July 21, 2023 and expire on July 21, 2025. In connection with the Repricing, the terms of the July 2023 Warrants will be amended to include an accelerated expiry clause such that the exercise period of the July 2023 Warrants will be reduced to 30 days if, for any ten (10) consecutive trading days during the unexpired term of the July 2023 Warrants, the closing price of the Common Shares exceeds the new exercise price of the July 2023 Warrants by 25% or more. The 30-day expiry period will commence on the day that the Company disseminates a press release announcing the accelerated expiry period. A director of the Company currently holds 2,200,000 July 2023 Warrants and pursuant to TSXV policies, 1,787,037 July 2023 Warrants have been excluded from the Repricing. The Repricing remains subject to receipt of TSXV approval.

Related Party Disclosure

A director of the Company intends to participate in the Offering and also holds July 2023 Warrants subject to the Repricing. Such participation in the Offering and involvement in the Repricing are considered to be “related party transactions” as defined under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company intends to rely on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of such insider participation.

About ProStar:

ProStar is a world leader in Precision Mapping Solutions and is creating a digital world by leveraging the most modern GPS, cloud, and mobile technologies. ProStar is a software development company specializing in developing patented cloud and mobile precision mapping solutions focused on the critical infrastructure industry. ProStar’s flagship product, PointMan, is designed to significantly improve the workflow processes and business practices associated with the lifecycle management of critical infrastructure assets both above and below the Earth’s surface.

ProStar’s PointMan is offered as a Software as a Service (SaaS) and seamlessly connects the field with the office and provides the ability to precisely capture, record, display, and manage critical infrastructure, including roads, railways, pipelines, and utilities. Some of the largest entities in North America have adopted ProStar’s solutions, including Fortune 500 construction firms, Subsurface Utilities Engineering (SUE) firms, utility owners, and government agencies. ProStar has strategic business partnerships with the world’s leading geospatial technology providers, data collection equipment manufacturers, and their dealer networks. The Company has made a significant investment in creating a vast intellectual property portfolio that includes 18 issued patents in the United States and Canada. The patents protect the methods and systems required to digitally capture, record, organize, manage, distribute, and display the precise location of critical infrastructure, including buried utilities and pipelines. ProStar’s Executive management team has extensive experience in the management of both early-stage and Fortune 500 technology companies in the private and public sectors.

For more information about ProStar, please visit www.prostarcorp.com.

On behalf of the Company, Page Tucker on sales / corporate news releases, CEO and Director Contact: Joel Sutherland Investor Relations 970-822-4792 Investorrelations@prostarcorp.com

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

Cautionary Statements Regarding Forward-Looking Information:

This release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws. Forward-looking statements relate to future events or future performance and reflect the expectations or beliefs of management of the Company regarding future events. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as “intends” or “anticipates”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would” or “occur”. This information and these statements, referred to herein as "forward‐looking statements", are not historical facts, are made as of the date of this news release and include without limitation, statements regarding the terms of the Offering, the anticipated use of proceeds of the Offering, the securities issuable under the Offering, the terms of the Repricing and participation of insiders in the Offering and the Repricing. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this news release. Readers are cautioned that the foregoing list of factors is not exhaustive.

In making the forward-looking statements in this news release, the Company has applied certain material assumptions, including without limitation, that the Company will complete the Offering, use the proceeds of the Offering as currently anticipated and the Company will receive approval from the TSXV in connection with the Offering and the Repricing.

These forward‐looking statements involve numerous risks and uncertainties and actual results might differ materially from results suggested in any forward-looking statements. These risks and uncertainties include, among other things: that the Company may not complete the Offering; that the Offering may not be completed on the anticipated terms; the risk that required regulatory approvals, including approval of the TSXV, for the Offering and Repricing are not obtained; that the Company may not be able to use the proceeds of the Offering as intended; the state of the financial markets for the Company’s securities; recent market volatility and potentially negative capital raising conditions; the Company’s ability to raise the necessary capital or to be fully able to implement its business strategies; and other risks and factors that the Company is unaware of at this time.

Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial out-look that are incorporated by reference herein, except in accordance with applicable securities laws. We seek safe harbor.

The securities referred to in this news release have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from the U.S. registration requirements.

This news release does not constitute an offer for sale of securities, nor a solicitation for offers to buy any securities.