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Star Navigation Announces Proposed Shares for Debt Transaction

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Star Navigation (OTC:SNAVF) announced a shares-for-debt transaction on April 6, 2026, issuing 63,318,660 units at $0.05 per unit to related parties to cancel $3,165,933 of debt.

Each Unit includes one common share and one warrant exercisable at $0.05 for five years; all securities have a four-month statutory hold. Net proceeds will be used for working capital, operations, and Star-A.D.S. development, sales and marketing.

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Positive

  • Debt reduction of $3,165,933
  • 63,318,660 units issued to retire obligations
  • Warrants valid for five years supporting future capital

Negative

  • Significant dilution from 63,318,660 new units at $0.05
  • Warrant-driven further dilution at $0.05 per share
  • Related-party transaction may raise governance scrutiny

News Market Reaction – SNAVF

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-23.91% Session close to close

In the Apr 14 session, SNAVF declined 23.91%, reflecting a significant negative market reaction.

Data tracked by StockTitan Argus on the day of publication.

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Brampton, Ontario--(Newsfile Corp. - April 6, 2026) - Star Navigation Systems Group Ltd. (CSE: SNA) (CSE: SNA.CN) ("Star" or the "Company") is pleased to announce that it is completing a share for debt transaction to related parties of the Corporation. The transaction resulted in the issuance of 63,318,660 units in the capital of the Company ("Units") at a purchase price of Five ($0.05) cents per Unit for a total reduction of debt of $3,165,933.00. Each Unit consists of one common share in the capital of the Company and one warrant. Each of the warrants acquired entitles the holder to purchase one (1) additional common share of the Company at five ($0.05) cents per warrant exercised. The warrants are exercisable during the five (5) year period from the date of issue.

All securities issued in the Offering and any shares issued upon exercise of warrants are subject to a four-month statutory hold period from the date of issuance. The net proceeds of the private placement will be used for working capital for further development of the operations, sales and marketing efforts surrounding the Star-A.D.S.® system.

About Star Navigation:

Star Navigation Systems Group Ltd. manufactures the In-flight Safety Monitoring System, STAR-ISMS®, the heart of the STAR-A.D.S.® System. The STAR-A.D.S.® System has real-time capability of tracking, performance trends and predicting incident-occurrences which enhances aviation safety and improves fleet management while reducing costs for the operator. Star's MMI Division (Military and Defence) designs and manufactures high performance, mission critical, flight deck flat panel displays for defence and commercial aviation industries worldwide.

Forward-Looking Information

Certain statements in this news release may constitute "forward-looking statements". Forward-looking statements are statements that address or discuss activities, events or developments that Star expects or anticipates may occur in the future.

When used in this news release, words such as "estimates", "expects", "plans", "anticipates", "projects", "will", "believes", "intends" "should", "could", "may" and other similar terminology are intended to identify such forward-looking statements.

Forward-looking statements reflect the current expectations and beliefs of Star's management. Because forward-looking statements involve known and unknown risks, uncertainties and other factors, actual results, performance or achievements of Star or the industry may be materially different from those implied by such forward-looking statements.

Examples of such forward-looking information that may be contained in this news release include statements regarding; growth and future prospects of our business; our perceptions of the industry and markets in which we operate and anticipated trends in such markets; expectations regarding the operation of our app; and our future revenues.

Material factors or assumptions that were applied in drawing a conclusion or making an estimate set out in the forward-looking statements may include, but are not limited to, our ability to execute on our business plan, increase visibility amongst consumers and convert users to revenue producing subscribers and the success of the business of our partners.

Forward-looking statements involve significant uncertainties, should not be read as a guarantee of future performance or results, and will not necessarily be an accurate indication of whether or not such results will be achieved.

Should one or more of these factors or uncertainties materialize, or should assumptions underlying forward-looking statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected.

Accordingly, readers should exercise caution in relying upon forward-looking statements and Star undertakes no obligation to publicly revise them to reflect subsequent events or circumstances, except as required by law.

NEITHER CANADIAN SECURITIES EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE CANADIAN SECURITIES EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

Please visit www.star-navigation.com or contact

Mr. Randy Koroll, CEO at 1-416-252-2889 #228 or randy.koroll@star-navigation.com

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/291410

FAQ

What did Star Navigation (SNAVF) announce on April 6, 2026 regarding shares-for-debt?

Star Navigation issued 63,318,660 units to related parties to cancel $3,165,933 of debt. According to the company, each unit includes one common share and one warrant, issued at $0.05 per unit with warrants exercisable for five years and a four-month hold period.

How will the shares-for-debt deal affect SNAVF shareholders and shares outstanding?

The transaction increases outstanding shares by 63,318,660 units, creating dilution for existing shareholders. According to the company, all new securities and shares from warrants are subject to a four-month statutory hold and warrants can further expand share count if exercised.

What are the warrant terms in Star Navigation's (SNAVF) April 2026 issuance?

Each unit includes one warrant exercisable at $0.05 per share for five years from issuance. According to the company, warrants permit purchase of one additional common share each and may lead to further dilution if holders exercise them within five years.

How did Star Navigation (SNAVF) use the proceeds or reduce liabilities from the transaction?

The offering was used to settle related-party debt of $3,165,933, improving the balance sheet by that amount. According to the company, net proceeds will be applied to working capital and to advance operations, sales, marketing and Star-A.D.S. development.

Are there holding restrictions on the new SNAVF securities issued April 6, 2026?

Yes; all securities issued and any shares from warrant exercises carry a four-month statutory hold from issuance. According to the company, this hold restricts immediate resale of the issued common shares and those issued upon warrant exercise.