ProStar Announces Convertible Debenture Financing

Core Viewpoint - ProStar Holdings Inc. is initiating a non-brokered private placement of secured convertible debentures amounting to up to US$500,000, aimed at enhancing its financial position and supporting corporate purposes [1][6]. Group 1: Offering Details - The convertible debentures will carry an interest rate of 12.5% per annum and will mature 24 months after issuance [2]. - Each debenture can be converted into units at a price of US$0.10 per unit, with each unit consisting of one common share and one-half of a common share purchase warrant [2][3]. - The full warrant allows the purchase of one common share at US$0.14 for five years from the closing date of the offering [3]. Group 2: Trigger Events and Conversion - The principal amount of the convertible debentures will automatically convert into units if the company achieves US$2,000,000 in booked Annual Recurring Revenue (ARR) in 2026 or US$2,500,000 in ARR in 2027 [4]. - Upon conversion or maturity, the company may settle accrued interest in cash or common shares, subject to TSX Venture Exchange approval [5]. Group 3: Security and Use of Proceeds - The convertible debentures will be secured by a first-ranking security interest over all present and after-acquired property and assets of the company [6]. - Proceeds from the offering are intended for general corporate purposes [6]. Group 4: Related Party Transaction - A director of the company plans to participate fully in the offering, which is classified as a related party transaction under Multilateral Instrument 61-101 [8]. Group 5: Company Overview - ProStar Geocorp specializes in geospatial intelligence technologies, aiming to set a global standard for mapping and managing critical infrastructure [9]. - The company offers a Software-as-a-Service (SaaS) solution and an enterprise integration platform, enhancing the management of critical infrastructure assets [10]. - ProStar's customer base includes Fortune 500 companies, construction firms, utilities, and government departments, supported by strategic alliances with global technology leaders [11].