Mr. Page Tucker reports

PROSTAR HOLDINGS ANNOUNCES CLOSING OF FIRST TRANCHE OF PRIVATE PLACEMENT FOR GROSS PROCEEDS OF US$1 MILLION

Prostar Holdings Inc. has closed the first tranche of its previously announced non-brokered private placement for gross proceeds of approximately $1.05-million (U.S.), through the sale of 8,728,125 units 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 entitles the holder thereof to acquire one common share of the company at a price of 22 cents per warrant share for a period of 36 months from the date of issuance thereof, 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 from the first tranche for sales, marketing and working capital requirements. Wayne Moore, a director of the company, purchased or acquired direction or control over a total of 6.25 million units as part of the first tranche. The placement to the interested party constitutes a related party transaction within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions. Notwithstanding the foregoing, the directors of the company have determined that the interested party's participation in the offering will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 in reliance on the exemptions set forth in sections 5.5(a) and 5.7(1)(a) of MI 61-101. The company did not file a material change report 21 days prior to the closing of the first tranche as the details of the participation of the interested party had not been confirmed at that time.

All securities issued pursuant to the first tranche are subject to a hold period expiring on July 27, 2024, in addition to such other restrictions as may apply under applicable securities laws of jurisdictions outside Canada.

Early warning disclosure

Wayne Moore, a director of the company, acquired 6.25 million units at the offering price for aggregate consideration of $750,000 (U.S.). Prior to the acquisition, Mr. Moore owned 6.16 million common shares, 500,000 stock options of the company and 2.2 million common share purchase warrants of the company, representing 4.77 per cent of the issued and outstanding common shares on a non-diluted basis and 6.72 per cent of the issued and outstanding common shares on a partially diluted basis assuming the exercise of Mr. Moore's options and warrants into common shares. Immediately following the acquisition, Mr. Moore now owns 12.41 million common shares, 500,000 stock options of the company and 8.45 million common share purchase warrants of the company, representing 9.00 per cent of the issued and outstanding common shares on a non-diluted basis and 14.55 per cent of the issued and outstanding common shares on a partially diluted basis assuming the exercise of Mr. Moore's options and warrants into common shares.

The units were acquired by Mr. Moore for investment purposes. Mr. Moore may acquire additional securities of the company, including on the open market or through private acquisitions, or sell securities of the company, including on the open market or through private dispositions, in the future depending on market conditions, reformulation of plans and/or other relevant factors.

This disclosure is issued pursuant to National Instrument 62-103 -- The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, which also requires an early warning report to be filed with the applicable securities regulators containing additional information with respect to the foregoing matters. A copy of the early warning report will be filed by Mr. Moore in accordance with applicable securities laws and will be available on the company's issuer profile on SEDAR+.

About Prostar Holdings Inc.

Prostar Holdings is a world leader in precision mapping solutions and is creating a digital world by further integrating the most modern Global Positioning Service, 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.