NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES
GRAND JUNCTION, Colo., Feb. 13, 2026 (GLOBE NEWSWIRE) — ProStar Holdings Inc. (“ProStar®” or the “Firm”) (TSXV: MAPS) (OTCQB: MAPPF) (FSE: 5D00), developer of PointMan® Precision Mapping Options® and the LinQD™ enterprise integration platform, is happy to announce that the Firm has closed its beforehand introduced non-brokered personal placement of secured convertible debentures of the Firm (every, a “Convertible Debenture”) within the mixture principal quantity of US$675,000 (the “Providing”).
Every Convertible Debenture bears curiosity at a fee of 12.5% each year (the “Curiosity”) and can mature 24 months following the date of issuance (the “Maturity Date”). The principal quantity of every Convertible Debenture (the “Principal Quantity”) shall be convertible into models of the Firm (every a “Unit”) at a conversion worth of US$0.10 per Unit (the “Conversion Value”) on the possibility of the holder of a Convertible Debenture (“Debenture Holder”) at any time previous to the Maturity Date.
Every Unit is comprised of 1 frequent share of the Firm (a “Frequent Share”) and one-half of 1 frequent share buy warrant (every entire warrant, a “Warrant”). Every full Warrant will entitle the holder thereof to buy one frequent share of the Firm (a “Warrant Share”) at a worth of US$0.14 per Frequent Share for a interval of 5 years from the deadline of the Providing.
Upon the incidence of any of the next occasions (every, a “Set off Occasion”), the excellent Principal Quantity underlying the Convertible Debenture shall be, topic to the relevant regulatory approvals, robotically transformed into Items on the Conversion Value: (a) upon the Firm reaching US$2,000,000 in booked Annual Recurring Income (“ARR”) in 2026; or (b) upon the Firm reaching US$2,500,000 in booked ARR in 2027.
Upon voluntary conversion, maturity or upon the incidence of a Set off Occasion, the Debenture Holder shall have the choice to settle any portion of the accrued Curiosity in money or via the issuance of Frequent Shares. If elected, the Firm will promptly make an utility to the TSX Enterprise Trade (the “TSXV”) to settle the accrued Curiosity in Frequent Shares at a conversion fee equal to the Market Value (as such time period is outlined within the insurance policies of the TSXV) of the Frequent Shares on the time the accrued Curiosity turns into payable. Any issuance of Frequent Shares upon conversion of the Curiosity shall be topic to TSXV approval.
The Convertible Debentures are secured by a first-ranking safety curiosity over all current and after-acquired property and property of the Firm.
The web proceeds obtained by the Firm from the Providing are supposed for use for normal company functions.
The Providing stays topic to receipt of TSXV approval and all different needed regulatory approvals. All securities issued in reference to the Providing are topic to a four-month maintain interval from the deadline beneath relevant Canadian securities legal guidelines, along with such different restrictions as could apply beneath relevant securities legal guidelines of jurisdictions outdoors Canada.
Early Warning Disclosure
Wayne Moore, a director of the Firm, via Clark For Capital LLC, a restricted legal responsibility company beneficially owned by him, acquired useful possession of and management or route over US$500,000 principal quantity of Convertible Debentures pursuant to the Providing.
Previous to the acquisition, Mr. Moore beneficially owned or managed 8,993,333 Frequent Shares, 850,000 inventory choices and 5,033,333 frequent share buy warrants, with every inventory possibility and warrant entitling Mr. Moore to buy one extra Frequent Share upon cost of extra consideration to the Firm. These Frequent Shares, inventory choices and warrants represented roughly 5.57% of the Firm’s then-issued and excellent Frequent Shares on an undiluted foundation and roughly 8.89% of the Firm’s then-issued and excellent standing Frequent Shares on {a partially} diluted foundation, assuming conversion of Mr. Moore’s inventory choices and warrants into Frequent Shares.
Instantly following the acquisition, Mr. Moore now beneficially owns or controls US$500,000 principal quantity of Convertible Debentures, 8,993,333 Frequent Shares, 850,000 inventory choices and 5,033,333 frequent share buy warrants, representing roughly 5.57% of the Firm’s issued and excellent Frequent Shares on an undiluted foundation and roughly 12.79% of the Firm’s issued and excellent Frequent Shares on {a partially} diluted foundation, assuming conversion of Mr. Moore’s Convertible Debentures into Items and conversion of Mr. Moore’s inventory choices and warrants into Frequent Shares.
The Convertible Debenture was acquired by Mr. Moore for funding functions. Mr. Moore could purchase extra securities of the Firm, together with on the open market or via personal acquisitions, or could promote securities of the Firm, together with on the open market or via personal inclinations, sooner or later relying on market circumstances, reformulation of plans and/or different related elements.
This information launch is being issued pursuant to Nationwide Instrument 62-103 – The Early Warning System and Associated Take-Over Bid and Insider Reporting Points, which requires an early warning report back to be filed beneath the Firm’s profile on SEDAR+ at www.sedarplus.ca containing extra data with respect to the foregoing issues. A replica of Mr. Moore’s early warning report will seem on the Firm’s issuer profile on SEDAR+ at www.sedarplus.ca.
Associated Get together Disclosure
Wayne Moore and Jonathan Richards, administrators of the Firm (the “ Events”) bought US$525,000 of the Convertible Debentures pursuant to the Providing. The participation by the Events within the Providing constituted a “associated get together transaction” as outlined beneath Multilateral Instrument 61-101 Safety of Minority Safety Holders in Particular Transactions (“MI 61-101”). However the foregoing, the administrators of the Firm have decided that the Events’ participation within the Providing is exempt from the formal valuation and minority shareholder approval necessities 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 Firm didn’t file a cloth change report 21 days previous to the closing of the Providing as the small print of the participation of the Events had not been confirmed at the moment, and the Firm wished to shut on an expedited foundation for sound enterprise causes.
About ProStar:
ProStar Geocorp is a number one supplier of geospatial intelligence applied sciences with a mission to turn out to be the worldwide customary for mapping and managing crucial infrastructure. The Firm delivers a Software program-as-a-Service (SaaS) resolution and an enterprise integration platform that transforms how crucial infrastructure property are recognized, managed, and maintained worldwide.
ProStar’s flagship merchandise, PointMan and LinQD, make infrastructure mapping and administration extra correct, accessible, and linked than ever earlier than. PointMan gives a robust cloud and cell precision mapping resolution, whereas LinQD seamlessly integrates each rising applied sciences and legacy methods right into a single unified platform. By streamlining the administration of crucial infrastructure, ProStar’s options scale back dangers, enhance efficiencies, and assist regulatory compliance in advanced, high-stakes environments.
The Firm’s rising world buyer base consists of Fortune 500 companies, main building and engineering companies, utilities, municipalities, and U.S. Departments of Transportation. ProStar has solid strategic alliances with world expertise leaders, additional extending its aggressive benefit and accelerating adoption.
ProStar additionally holds an intensive mental property portfolio with 16 issued patents in the US and Canada, securing its management place in precision mapping applied sciences.
Headquartered in Grand Junction, Colorado, ProStar is dedicated to constructing a safer, smarter, and extra resilient infrastructure future worldwide.
For extra details about ProStar, please go to www.prostarcorp.com.
On behalf of the Firm,
Contact:
Web page Tucker
CEO & Director
970-242-4024
Investorrelations@prostarcorp.com
Neither the TSXV nor its Regulation Providers Supplier (as that time period is outlined within the insurance policies of the TSXV) accepts duty for the adequacy or accuracy of this launch.
Cautionary Statements Relating to Ahead-Trying Info:
This press launch incorporates forward-looking data throughout the that means of Canadian securities legal guidelines. Such data consists of, with out limitation, data relating to the phrases and circumstances of the Firm’s future plans. Though the Firm believes that such data is cheap, it may give no assurance that such expectations will show to be appropriate.
Ahead-looking data is usually recognized by phrases comparable to: “imagine”, “count on”, “anticipate”, “intend”, “estimate”, “postulate” and comparable expressions, or are these which, by their nature, check with future occasions. The Firm cautions buyers that any forward-looking data offered by the Firm just isn’t a assure of future outcomes or efficiency and that precise outcomes could differ materially from these in forward-looking data on account of varied elements, together with, however not restricted to: the state of the monetary markets for the Firm’s securities; the state of the expertise sector; latest market volatility; the Firm’s capability to boost the mandatory capital or to be absolutely capable of implement its enterprise methods; and different dangers and elements that the Firm is unaware of right now. The reader is referred to the Firm’s most up-to-date Annual Administration’s Dialogue & Evaluation filed on SEDAR + on April 25, 2025, for a extra full dialogue of relevant threat elements and their potential results, copies of which can be accessed via the Firm’s issuer web page on SEDAR + at www.sedarplus.ca.
The securities referred to on this information launch haven’t been, nor will they be, registered beneath the US Securities Act of 1933, as amended, and will not be supplied or offered inside the US or to, or for the account or advantage of, U.S. individuals absent U.S. registration or an relevant exemption from the U.S. registration necessities.
This information launch doesn’t represent a suggestion on the market of securities, nor a solicitation for provides to purchase any securities.
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