Mr. Page Tucker reports

PROSTAR HOLDINGS ANNOUNCES NON-BROKERED PRIVATE PLACEMENT

Prostar Holdings Inc. has arranged a non-brokered private placement for gross proceeds of up to $2.5-million.

The offering will consist of up to 15,625,000 units of the company at a price of 16 cents per unit. Each unit consists of one common share of the company and one common share purchase warrant. Each warrant will entitle the holder thereof to acquire one common share of the company at a price of 22 cents per common share for a period of 36 months from the closing date of the offering, provided that if the closing price of the common shares on any Canadian stock exchange on which the common shares are then listed is at a price equal to or greater than 30 cents for a period of 10 consecutive trading days, the company will have the right to accelerate the expiry date of the warrants by issuing a press release or other form of notice permitted by the certificate representing the warrants, announcing that the warrants will expire at 4:30 p.m. (Vancouver time) on a date that is not less than 30 days from the date notice is given.

The company will use the proceeds of the offering for sales, marketing and working capital requirements. Directors and officers of Prostar and shareholders owning more than 10 per cent of the common shares may participate in the offering for a yet to be determined amount. Any such participation in the offering will constitute a related party transaction as defined in Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions. The offering will be exempt from the formal valuation and minority shareholder approval requirements of 61-101 as neither the fair market value of the securities issued to related parties nor the consideration for such securities is expected to exceed 25 per cent of the company's market capitalization.

The securities issued in the offering will be subject to applicable hold periods imposed under applicable securities legislation, including a hold period of four months and one day from the date of issuance. The company may pay a finder's fee on a portion of the gross proceeds of the offering. The offering remains subject to regulatory approval and the approval of the TSX Venture Exchange.

In connection with the offering, the company will no longer proceed with the convertible debenture financing and warrant repricing previously announced on Jan. 17, 2024.

About Prostar Holdings Inc.

Prostar is a world leader in Precision Mapping Solutions and is creating a digital world by further integrating the most modern Global Positioning System, cloud and mobile technologies in Precision Mapping Solutions. Prostar is a software development and solution provider company specializing in developing 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 life cycle management of critical infrastructure assets both above and below the Earth's surface.

We seek Safe Harbor.