ProStar Holdings Announces Closing of Final Tranche of Private Placement For Gross Proceeds of C$1.1M
ProStar Holdings, a leader in precision mapping solutions, has closed the final tranche of its private placement, raising C$1.1 million by selling 6,944,466 units at C$0.16 per unit. The total amount raised through the offering is C$2.5 million from 15,689,212 units sold. Each unit includes one common share and one warrant, allowing the holder to acquire an additional share at C$0.22 within 36 months. Proceeds will fund sales, marketing, and reduce working capital deficit by US$232,000. Wayne Moore, a ProStar director, purchased 6,250,000 units under the first tranche, constituting a related party transaction. Finder fees included C$13,300 and 83,125 finder warrants.
- ProStar raised C$2.5 million in gross proceeds from the private placement.
- The capital raised will be used to enhance sales, marketing, and reduce working capital deficit by US$232,000.
- The warrants included in the units allow holders to acquire additional shares at C$0.22, potentially increasing future liquidity.
- Wayne Moore's investment of 6,250,000 units demonstrates confidence from a key company director.
- The offering included a 'related party transaction', which might raise governance concerns.
- The company did not file a material change report 21 days prior to the first tranche closing, indicating potential compliance issues.
- Proceeds are subject to a hold period of four months and one day, which may limit immediate liquidity for investors.
- Finder fees amounted to C$13,300 plus 83,125 finder warrants, representing additional costs to the company.
GRAND JUNCTION, Colo., June 06, 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 final tranche of its previously announced non-brokered private placement (the “Offering”) for gross proceeds of approximately C
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
The Company will use the proceeds from the Offering for sales, marketing, and working capital requirements. In particular, approximately US
Under the Offering, the Company has paid fees to eligible finders consisting of: (i) C
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 of the Offering. 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 of the Offering as the details of the participation of Interested Party had not been confirmed at that time.
All securities issued pursuant to the Offering, are subject to a hold period expiring on the date that is four months and one day from the date of issue thereof, in addition to such other restrictions as may apply under applicable securities laws of jurisdictions outside Canada.
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 United States Securities Act of 1933, as amended (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:
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) 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, the anticipated use of proceeds of 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 use the proceeds of the Offering as currently anticipated.
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 use the proceeds of the Offering as currently anticipated.
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 outlook that are incorporated by reference herein, except in accordance with applicable securities laws. We seek safe harbor.
FAQ
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