ProStar Holdings Inc announces private placement of 10% unsecured convertible debentures due 2027 for a principal amount of $3,000,000 on January 17, 2024. The debentures will bear a interest rate of 10% and will mature on 4 years following the date of issuance. The debentures will be convertible into units of the Company at a conversion price of CAD 0.3 per unit at the option of the holder of a convertible debenture at any time prior to the Maturity Date.

Each Unit will be comprised 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 CAD 0.4 per Common Share for a period of twelve (12) months from the date of issuance thereof. The Company may pay finders?

fees in a cash commission of up to 5% of the gross proceeds raised under the offering. The Offering remains subject to receipt of TSXV 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.