ProStar Holdings Announces Non-Brokered Private Placement

Rhea-AI Summary

ProStar Holdings Inc. (OTCQB: MAPPF) has announced a non-brokered private placement to raise up to C$2,000,000. The offering consists of up to 12,500,000 units at C$0.16 per unit, with each unit comprising one common share and one purchase warrant. Warrants are exercisable at C$0.22 for 36 months, with an acceleration clause if shares trade at C$0.30 or higher for 10 consecutive days. Proceeds will fund sales, marketing, and working capital. Company directors and officers will participate, constituting a related party transaction exempt from formal valuation and minority shareholder approval. The offering is subject to regulatory and TSXV approval, with securities having a 4-month hold period.

Positive

• Potential to raise up to C$2,000,000 in capital
• Proceeds to be used for sales, marketing, and working capital
• Insider participation in the offering, showing management confidence

Negative

• Potential dilution for existing shareholders due to new share issuance
• Offering price of C$0.16 per unit may be below current market price
• Subject to regulatory and TSXV approval, which could delay or prevent the offering

GRAND JUNCTION, Colo., Sept. 09, 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$2,000,000 (the "Offering").

The Offering will consist of up to 12,500,000 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 will 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”).

This news release does not constitute an offer to sell or a solicitation of an offer to buy nor will there be any sale of any of the securities described in this news release in any jurisdiction, including the United States, in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction or an available exemption therefrom. Such securities have not been, and will not be, registered under the U.S. Securities Act, or any applicable securities laws of any state of the United States, and, accordingly, may not be offered or sold within the United States, or to or for the account or benefit of persons in the United States or "U.S. persons", as such term is defined in Regulation S promulgated under the U.S. Securities Act, unless registered under the U.S. Securities Act and any applicable securities laws of any state of the United States or pursuant to an exemption from such registration requirements.

About ProStar:

ProStar is a world leader in Precision Mapping Solutions and is creating a digital world by further integrating the most modern GPS, cloud, and mobile technologies in Precision Mapping Solutions. ProStar is a software development and solution provider company specializing in developing 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 pipelines, and utilities. Some of the largest entities in North America have adopted ProStar’s Precision Mapping 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 dealer networks.

The Company has made a significant investment in creating a vast intellectual property portfolio that includes several issued patents in the United States and Canada. The patents protect the methods and systems 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:
Investor Relations
970-242-4024 – Opt. 4
Investorrelations@prostarcorp.com

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accept 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 and participation of insiders in the Offering. 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, that the Company will receive approval from the TSXV in connection with the Offering and that insiders of the Company will participate in the Offering.

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 will not receive the required regulatory approvals or approval from the TSXV in connection with the Offering, that the Company will not use the proceeds of the Offering as currently anticipated and that insiders of the Company will not participate in the Offering.

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.

FAQ

What is the size and price of ProStar Holdings' (MAPPF) private placement offering?

ProStar Holdings (MAPPF) is offering up to 12,500,000 units at C$0.16 per unit, aiming to raise up to C$2,000,000 in gross proceeds.

What are the terms of the warrants in ProStar Holdings' (MAPPF) private placement?

Each warrant allows the purchase of one common share at C$0.22 for 36 months, with an acceleration clause if shares trade at C$0.30 or higher for 10 consecutive days.

How will ProStar Holdings (MAPPF) use the proceeds from the private placement?

ProStar Holdings (MAPPF) will use the proceeds from the private placement for sales, marketing, and working capital requirements.

Will ProStar Holdings (MAPPF) insiders participate in the private placement?

Yes, directors and officers of ProStar Holdings (MAPPF) will participate in the offering for an undetermined amount, constituting a related party transaction.