GRAND JUNCTION, Colo.,
Nov. 22, 2021 /CNW/
-- (OTCQB: MAPPF) (TSXV: MAPS) (FSE: 5D00) ProStar
Holdings Inc. (the "Company" or "ProStar®") is
pleased to announce it has increased the size of its previously
announced non-brokered private placement (see October 27, 2021 and November 12, 2021 press releases). The
Company now intends to complete a brokered financing for gross
proceeds of up to C$5,000,000 (the
"Brokered Offering") and a non-brokered financing for gross
proceeds of up to C$4,450,000 (the
"Non-Brokered Offering", and together with the Brokered
Offering, the "Offerings"). Echelon Wealth Partners Inc.
(the "Agent") will act as Agent and sole bookrunner for the
Brokered Offering.
The Brokered 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$0.40
per Unit (the "Offering Price"). Each Unit consists of one
Common Share (each, a "Common Share", and collectively the
"Common Shares") and one-half of 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 at a price of C$0.56 per Common Share for a period of 24 months
from the closing date of the Offerings. The Non-Brokered Offering
will consist of up to 11,125,000 Units on the same terms as the
Units offered in the Brokered Offering.
The Company has granted the Agent an option to increase the size
of the Brokered Offering by up to 15%, exercisable in the
discretion of the Agent, in whole or in part, at any time up to 48
hours prior to the final closing date of the Offering.
The Company will use the net proceeds of the Offerings for
sales, marketing, research and development, and working capital
requirements.
The Company will pay a cash commission to the Agent equal to
7.0% of the aggregate gross proceeds of the Brokered Offering and
will issue broker warrants equal to 7.0% of the number of Units
sold under the Brokered Offering, each exercisable to acquire one
Common Share at the Offering Price for a period of 24 months from
the closing date of the Offerings. In addition, should the
completion of the Brokered Offering result in gross proceeds to the
Company of $4,000,000 or greater, the
Company shall pay to the Agent a corporate finance fee equal to
1.0% of the aggregate gross proceeds of the Brokered Offering
(including the Over-Allotment Option), payable on the Closing Date
in Units having the same terms as the Units sold in the Brokered
Offering and at a deemed price equal to the Offering Price (the
"Corporate Finance Fee").
Closing of the Offerings is expected to occur on or about
November 24, 2021.
The Units will be offered and sold by private placement in
Canada to "accredited investors"
within the meaning of National Instrument 45-106 – Prospectus
Exemptions and other exempt purchasers in each province of
Canada, and may be sold outside of
Canada on a basis which does not
require the qualification or registration of any of the Common
Shares or the Warrants comprising the Units in the subscriber's
jurisdiction. The Company may also concurrently offer and sell
Units outside of Canada on a
non-brokered, unregistered private placement basis to a limited
number of "accredited investors" (as defined in Rule 501(a) of
Regulation D under the United States Securities Act of 1933, as
amended (the "U.S. Securities Act")) with whom the Company has
substantive pre-existing relationships, in reliance on exemptions
from the registration requirements of the U.S. Securities Act and
applicable securities laws of any state of the United States or in other jurisdictions
where permitted by law. The securities issued in the Offerings 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.
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 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 Holdings Inc.
ProStar is a world leader in Precision Mapping Solutions® and is
creating a digital world by leveraging the most modern GPS, cloud,
and mobile technologies. ProStar is a software development company
specializing in developing patented 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 roads, railways, pipelines, and
utilities. Some of the largest entities in have adopted ProStar's
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 their dealer networks.
The Company has made a significant investment in creating a vast
intellectual property portfolio that includes 20 issued patents.
The patents protect the methods and systems required 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.
Contact:
Alex Moore
Investor Relations
970-822-4792
Investorrelations@prostarcorp.com
Legal Disclaimer
Neither 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 Statement
This press release contains
forward-looking information within the meaning of Canadian
securities laws. Such information includes, without limitation,
information regarding the terms and conditions of the Company's
future plans. Although the Company believes that such information
is reasonable, it can give no assurance that such expectations will
prove to be correct.
Forward-looking information is typically identified by words
such as: "believe", "expect", "anticipate", "intend", "estimate",
"postulate", and similar expressions, or are those, which, by their
nature, refer to future events. Such statements include, without
limitation, statements with respect to the completion and size of
the Offering, and the expected closing date. The Company cautions
investors that any forward-looking information provided by the
Company is not a guarantee of future results or performance, and
that actual results may differ materially from those in
forward-looking information as a result of various factors,
including, but not limited to: the state of the financial markets
for the Company's securities; the state of the technology sector;
recent market volatility; the COVID-19 pandemic; the Company's
ability to raise the necessary capital or to be fully able to
implement its business strategies; and other risks and factors that
the Company is unaware of at this time. The reader is referred to
the Company's recent Information Circular filed on SEDAR on
November 20, 2020 for a more complete
discussion of applicable risk factors and their potential effects,
copies of which may be accessed through the Company's issuer page
on SEDAR at www.sedar.com.
The forward-looking statements contained in this press release
are made as of the date of this press release. The Company
disclaims any intention or obligation to update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise, except as required by law.
SOURCE ProStar Corp
