Prostar Announces Closing of Convertible Debenture Financing

Core Viewpoint - ProStar Holdings Inc. has successfully closed a non-brokered private placement of secured convertible debentures totaling US$675,000, aimed at supporting its operations and growth initiatives [1][6]. Financing Details - The convertible debentures carry an interest rate of 12.5% per annum and will mature 24 months from 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 [3]. Trigger Events - 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]. Interest Settlement - Debenture holders can choose to settle accrued interest in cash or common shares, with the latter subject to market price at the time of payment [5]. Security and Use of Proceeds - The convertible debentures are secured by a first-ranking security interest over all present and future assets of the company [6]. - Proceeds from the offering will be used for general corporate purposes [6]. Regulatory Compliance - The offering is subject to TSX Venture Exchange approval and a four-month hold period under Canadian securities laws [7]. Related Party Transactions - Wayne Moore, a director, acquired US$500,000 of the convertible debentures, increasing his total ownership to approximately 12.79% on a partially diluted basis [8][10]. - Other directors also participated in the offering, which is classified as a related party transaction but is exempt from certain regulatory requirements [13]. Company Overview - ProStar is a provider of geospatial intelligence technologies, focusing on mapping and managing critical infrastructure through its PointMan and LinQD products [14][15]. - The company serves a diverse global customer base, including Fortune 500 companies and government entities, and has established strategic alliances to enhance its market position [16]. - ProStar holds 16 patents in the U.S. and Canada, reinforcing its leadership in precision mapping technologies [17].