Mr. Page Tucker reports

PROSTAR ANNOUNCES CLOSING OF CONVERTIBLE DEBENTURE FINANCING

Prostar Holdings Inc. has closed its previously announced non-brokered private placement of secured convertible debentures of the company in the aggregate principal amount of $675,000 (U.S.).

Each convertible debenture bears 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 is composed of 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 in 2026; or (b) upon the company reaching $2.5-million (U.S.) in booked ARR in 2027.

Upon voluntary conversion or maturity or upon the occurrence of a trigger event, the debentureholder 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 market price (as such term is defined in the policies of the TSX-V) of the common shares at the time the accrued interest becomes payable. Any issuance of common shares upon conversion of the interest will be subject to TSX-V approval.

The convertible debentures are 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 offering are 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 of Canada.

Early warning disclosure

Wayne Moore, a director of the company, through Clark For Capital LLC, a limited liability corporation beneficially owned by him, acquired beneficial ownership of and control or direction over $500,000 (U.S.) principal amount of convertible debentures pursuant to the offering.

Prior to the acquisition, Mr. Moore beneficially owned or controlled 8,993,333 common shares, 850,000 stock options and 5,033,333 common share purchase warrants, with each stock option and warrant entitling Mr. Moore to purchase one additional common share upon payment of additional consideration to the company. These common shares, stock options and warrants represented approximately 5.57 per cent of the company's then issued and outstanding common shares on an undiluted basis and approximately 8.89 per cent of the company's then issued and outstanding standing common shares on a partially diluted basis, assuming conversion of Mr. Moore's stock options and warrants into common shares.

Immediately following the acquisition, Mr. Moore now beneficially owns or controls $500,000 (U.S.) principal amount of convertible debentures, 8,993,333 common shares, 850,000 stock options and 5,033,333 common share purchase warrants, representing approximately 5.57 per cent of the company's issued and outstanding common shares on an undiluted basis and approximately 12.79 per cent of the company's issued and outstanding common shares on a partially diluted basis, assuming conversion of Mr. Moore's convertible debentures into units and conversion of Mr. Moore's stock options and warrants into common shares.

The convertible debenture was 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 may 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 news release is being issued pursuant to National Instrument 62-103 (the Early Warning System and Related Take-Over Bid and Insider Reporting Issues), which requires an early warning report to be filed under the company's profile on SEDAR+ containing additional information with respect to the foregoing matters. A copy of Mr. Moore's early warning report will appear on the company's issuer profile on SEDAR+.

Related-party disclosure

Mr. Moore and Jonathan Richards, directors of the company, purchased $525,000 (U.S.) of the convertible debentures pursuant to the offering. The participation by the interested parties in the offering constituted a related-party transaction as defined under 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 parties' participation in the offering is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 in reliance on the exemptions contained 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 offering as the details of the participation of the interested parties had not been confirmed at that time, and the company wished to close on an expedited basis for sound business reasons.

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 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 the U.S. Department 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.