CSTR CryptoStar Corp

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TORONTO, Feb. 2, 2024 /CNW/ - Cryptostar Corp. ("Cryptostar" or the "Company") (TSXV: CSTR) is pleased to announce that it is amending the terms of its non-brokered private placement of units of the Company (each, a "Unit") as previously announced on January 17, 2024 (the "Amended Offering"). The Amended Offering will be for up to 50,000,000 Units at a price of $0.04 per Unit for aggregate gross proceeds of up to $2,000,000.

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 Amended Offering (the "Closing Date").

The Amended 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 Amended Offering will not be subject to a hold period in accordance with applicable Canadian securities laws. The Company intends to file an amended and restated offering document related to the Amended Offering (the "Amended Offering Document") that will be accessible under the Company's SEDAR+ profile at www.sedarplus.ca and at www.cryptostar.com. Prospective investors should read this Amended Offering Document before making an investment decision.

In connection with the Amended 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 Amended Offering.

The Company intends to use the proceeds raised from the Amended Offering to purchase crypto mining equipment and for general working capital purposes. The Amended Offering may close in tranches, with the first tranche expected to close on or around February 16, 2024. The Amended 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 Amended 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.

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.

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 Amended Offering and on the terms described above, the filing of the Amended Offering Document, payment of Finder's fees or issuing the Finder Warrants, and the intended use of proceeds of the Amended 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.