/Not for distribution to United States newswire services or for
release, publication, distribution or dissemination, directly or
indirectly, in whole or in part, in or into the United States./
TORONTO, Jan. 17,
2024 /CNW/ - Cryptostar
Corp. ("Cryptostar" or the "Company") (TSXV:
CSTR) is pleased to announce its non-brokered private placement of
up to 40,000,000 units of the Company (each, a "Unit") at a
price of $0.05 per Unit for aggregate
gross proceeds of up to $2,000,000
(the "Offering").
Each Unit will be comprised of one common share in the capital
of the Company (a "Share") and one common share purchase
warrant (a "Warrant"). Each Warrant will entitle the holder
thereof to acquire one Share (a "Warrant Share") at a price
of $0.07 per Warrant Share for a
period of 36 months from the closing date of the Offering (the
"Closing Date").
The Offering is being completed pursuant to the listed issuer
financing exemption under Part 5A of National Instrument 45-106
Prospectus Exemptions and therefore the securities issued in
the Offering will not be subject to a hold period in accordance
with applicable Canadian securities laws. There is an offering
document related to the Offering (the "Offering Document")
that can be accessed under the Company's SEDAR+ profile at
www.sedarplus.ca and at www.cryptostar.com. Prospective
investors should read this Offering Document before making an
investment decision.
In connection with the Offering, the Company may pay certain
finders (each, a "Finder") a cash commission equal to 7% of
the aggregate gross proceeds raised from those purchasers
introduced by such Finder and/or issue that number of Shares and/or
common share purchase warrants (each, a "Finder Warrant")
equal to 3% of the number of Units purchased by those purchasers
introduced by such Finder. Each Finder Warrant will entitle the
holder thereof to acquire a Share (each, a "Finder's Warrant
Share") at an exercise price of $0.07 per Finder's Warrant Share for a period of
36 months from the Closing Date. The Company shall pay EMD
Financial Inc. a corporate finance fee of $15,000 upon completion of the Offering.
The Company intends to use the proceeds raised from the Offering
to purchase crypto mining equipment and for general
working capital purposes. The Offering may close in tranches, with
the first tranche expected to close on or around January 31, 2024. The Offering is subject to
certain conditions including, but not limited to, receipt of all
necessary approvals including the approval of the TSX Venture
Exchange.
The securities issued pursuant to the Offering have not, 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 in the absence of U.S.
registration or an applicable exemption from the U.S. registration
requirements. This news release shall not constitute an offer to
sell or the solicitation of an offer to buy nor shall there be any
sale of the securities in the United
States or in any other jurisdiction in which such offer,
solicitation or sale would be unlawful.
About Cryptostar Corp.:
CryptoStar has cryptocurrency mining operations
with data centres located in the U.S.A. and Canada. CryptoStar is currently dedicated to
becoming one of the lowest cost cryptocurrency
producers in North America and a
major supplier of GPU and ASIC miners worldwide.
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
Forward-Looking
Information
This news release may contain certain forward-looking statements
and forward-looking information (collectively, "forward-looking
statements") related to future events or Cryptostar's future
business, operations, and financial performance and condition.
Forward-looking statements normally contain words like "will",
"intend", "anticipate", "could", "should", "may", "might",
"expect", "estimate", "forecast", "plan", "potential", "project",
"assume", "contemplate", "believe", "shall", "scheduled", and
similar terms. Such forward-looking statements include, without
limitation, statements regarding closing of the Offering and on the
terms described above, payment of Finder's fees or issuing the
Finder Warrants, and the intended use of proceeds of the Offering.
Forward-looking statements are not guarantees of future
performance, actions, or developments and are based on
expectations, assumptions, and other factors that management
currently believes are relevant, reasonable, and appropriate in the
circumstances. Although management believes that the
forward-looking statements herein are reasonable, actual results
could be substantially different due to the risks and uncertainties
associated with and inherent to Cryptostar's business. Additional
material risks and uncertainties applicable to the forward-looking
statements herein include, without limitation, the impact of
general economic conditions, and unforeseen events and
developments. This list is not exhaustive of the factors that may
affect Cryptostar's forward-looking statements. Many of these
factors are beyond the control of Cryptostar. All forward-looking
statements included in this news release are expressly qualified in
their entirety by these cautionary statements. The forward-looking
statements contained in this press release are made as at the date
hereof, and Cryptostar undertakes no obligation to update publicly
or to revise any of the included forward-looking statements,
whether as a result of new information, future events, or
otherwise, except as may be required by applicable securities laws.
Risks and uncertainties about the Company's business are more fully
discussed under the heading "Business Risks and
Uncertainties" in its most recent Management's Discussion and
Analysis. They are otherwise disclosed in its filings with
securities regulatory authorities available on SEDAR+ at
www.sedarplus.ca.
SOURCE CryptoStar Corp.