Mr. Page Tucker reports

PROSTAR ANNOUNCES CONVERTIBLE DEBENTURE FINANCING

Prostar Holdings Inc. intends to complete a non-brokered private placement with a director of the company of secured convertible debentures of the company in the principal amount of up to $500,000 (U.S.).

Each convertible debenture will bear interest at a rate of 12.5 per cent per annum and will mature 24 months following the date of issuance. The principal amount of each convertible debenture will be convertible into units of the company at a conversion price of 10 U.S. cents per unit at the option of the holder of a convertible debenture at any time prior to the maturity date.

Each unit will comprise one common share of the company and one-half of one common share purchase warrant. Each full warrant will entitle the holder thereof to purchase one common share of the company at a price of 14 U.S. cents per common share for a period of five years from the closing date of the offering.

Upon the occurrence of any of the following events, 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 $2-million (U.S.) in booked annual recurring revenue (ARR) in 2026; or (b) upon the company reaching $2.5-million (U.S.) in booked ARR in 2027.

Upon voluntary conversion, maturity or upon the occurrence of a trigger event, the company 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 to settle the accrued interest in common shares at a conversion rate equal to the lower of the discounted market price (as such term is defined in the policies of the TSX-V) and the conversion price of the common shares on the last trading day immediately prior to the announcement of the conversion. Any issuance of common shares upon conversion of the interest will be subject to TSX-V approval.

The convertible debentures will be 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 TSX-V approval and all other necessary regulatory approvals. All securities issued in connection with the Private Placement will be 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.

Related party disclosure

A director of the company intends to take up the full amount of the offering. Such participation in the offering is considered to be a related party transaction as defined under Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions. The company intends to rely on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of such insider participation.

About Prostar Holdings Inc.

Prostar Geocorp is a leading provider of geospatial intelligence technologies with a mission to become the global standard for mapping and managing critical infrastructure. The company delivers a software-as-a-service (SaaS) solution and an enterprise integration platform that transforms how critical infrastructure assets are identified, managed and maintained worldwide.

Prostar's flagship products, PointMan and LinQD, make infrastructure mapping and management more accurate, accessible and connected than ever before. PointMan provides a powerful cloud and mobile precision mapping solution, while LinQD seamlessly integrates both emerging technologies and legacy systems into a single unified platform. By streamlining the management of critical infrastructure, Prostar's solutions reduce risks, improve efficiencies and support regulatory compliance in complex, high-stakes environments.

The company's growing global customer base includes Fortune 500 corporations, leading construction and engineering firms, utilities, municipalities, and United States Departments of Transportation. Prostar has forged strategic alliances with global technology leaders, further extending its competitive advantage and accelerating adoption.

Prostar also holds an extensive intellectual property portfolio with 16 issued patents in the United States and Canada, securing its leadership position in precision mapping technologies.

Headquartered in Grand Junction, Colo., Prostar is committed to building a safer, smarter and more resilient infrastructure future worldwide.

We seek Safe Harbor.