ProStar Holdings Inc. has closed a previously announced non-brokered private placement of secured convertible debentures totaling US$675,000.

ProStar Holdings Inc. ("ProStar®" or the "Company") (TSXV: MAPS) (OTCQB: MAPPF) (FSE: 5D00), developer of PointMan® Precision Mapping Solutions® and the LinQD™ enterprise integration platform, is pleased to announce that the Company has closed its previously announced non-brokered private placement of secured convertible debentures of the Company (each, a "Convertible Debenture") in the aggregate principal amount of US$675,000 (the "Offering").

Each Convertible Debenture bears interest at a rate of 12.5% per annum (the "Interest") and will mature 24 months following the date of issuance (the "Maturity Date"). The principal amount of each Convertible Debenture (the "Principal Amount") will be convertible into units of the Company (each a "Unit") at a conversion price of US$0.10 per Unit (the "Conversion Price") at the option of the holder of a Convertible Debenture ("Debenture Holder") at any time prior to the Maturity Date.

Each Unit is comprised of one common share of the Company (a "Common Share") and one-half of one common share purchase warrant (each whole warrant, a "Warrant"). Each full Warrant will entitle the holder thereof to purchase one common share of the Company (a "Warrant Share") at a price of US$0.14 per Common Share for a period of 5 years from the closing date of the Offering.

Upon the occurrence of any of the following events (each, a "Trigger Event"), the outstanding Principal Amount underlying the Convertible Debenture will be, subject to the applicable regulatory approvals, automatically converted into Units at the Conversion Price: (a) upon the Company reaching US$2,000,000 in booked Annual Recurring Revenue ("ARR") in 2026; or (b) upon the Company reaching US$2,500,000 in booked ARR in 2027.

Upon voluntary conversion, maturity or upon the occurrence of a Trigger Event, the Debenture Holder shall have the option to settle any portion of the accrued Interest in cash or through the issuance of Common Shares. If elected, the Company will promptly make an application to the TSX Venture Exchange (the "TSXV") to settle the accrued Interest in Common Shares at a conversion rate equal to the Market Price (as such term is defined in the policies of the TSXV) of the Common Shares at the time the accrued Interest becomes payable. Any issuance of Common Shares upon conversion of the Interest will be subject to TSXV approval.

The Convertible Debentures are secured by a first-ranking security interest over all present and after-acquired property and assets of the Company.

The net proceeds received by the Company from the Offering are intended to be used for general corporate purposes.

The Offering remains subject to receipt of TSXV approval and all other necessary regulatory approvals. All securities issued in connection with the Offering are subject to a four-month hold period from the closing date under applicable Canadian securities laws, in addition to such other restrictions as may apply under applicable securities laws of jurisdictions outside Canada.

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