ProStar announces that Kraemer North America has Signed a Service-Level Agreement

- ProStar Holdings Inc ("ProStar ® " or the "Company") (TSXV: MAPS) (FSE: 5D00), a world leader in Precision Mapping Solutions ® , and developer of PointMan ® announced today that Kraemer ® North America a top-ranked U.S. national heavy civil contractor with operations throughout the U.S., has signed a service-level agreement (SLA) for ProStar's newest cloud and mobile Precision Mapping Solution, PointMan Pro.

"PointMan Pro is just a better way to do data collection and reduce risks and liabilities associated with the construction of our critical infrastructure projects," said Dustin Kelsey, Project Manager at Kraemer. "I can see other infrastructure construction firms, both large and small, following in our footsteps and adopting PointMan."

Kraemer North America becomes the first major U.S. infrastructure construction firm to adopt ProStar's newest solution, PointMan Pro, which was released in March following over two years of development. Kraemer North America business operations span coast to coast, and the firm serves three primary infrastructure markets, including transportation, rail, and marine.

"This is another major milestone for ProStar as Kraemer is the first major construction company to adopt our newest solution," stated Page Tucker , CEO and founder of ProStar. "The adoption of PointMan Pro by Kraemer proves that PointMan can replace onerous and antiquated business practices that have been well entrenched by the construction industry for several decades."

About Kraemer ^®

Kraemer North America is a privately held general contractor headquartered in Plain, Wisconsin with regional offices located in Minnesota , Colorado , Washington , and Utah . Established in 1911, the company's roots were founded in the construction of challenging bridges and highways across the U.S. Today, Kraemer is a full service heavy civil contractor with a national reputation for quality and safety. Kraemer serves three primary markets, including: transportation, rail, and marine.

About ProStar ^® (TSXV: MAPS) (FSE: 5D00)

ProStar ^® is a world leader in Precision Mapping Solutions ^® . ProStar's flagship product, PointMan ^® , is natively cloud and mobile and is offered as a Software as a Service (SaaS). ProStar's solutions seamlessly connect the field with the office and provides the ability to precisely capture, record, display, and manage critical infrastructure data in real-time, including roads, railways, pipelines, and utilities. Some of the largest entities in North America have adopted ProStar's solutions, including Fortune 500 construction firms, subsurface utilities engineering (SUE) firms, utility owners, and government agencies.

ProStar has strategic business partnerships are with the world's leading geospatial technology providers, data collection equipment manufacturers, and their dealer networks, including Trimble ^® Juniper ^® Systems, Bad Elf, Vivax-Metrotech, Radiodetection ^® , and Subsite ^® Electronics.

The Company has made a significant investment in creating a vast intellectual property portfolio that includes 19 issued patents in the United States and Canada , with more pending. The patents protect the methods and systems required to digitally capture, record, organize, manage, distribute, and display the precise location of critical infrastructure, including buried utilities and pipelines.

ProStar's Executive management team has extensive experience in the management of both early stage and Fortune 500 technology companies in the private and public sectors. The leadership team includes Vasa Dasan, former CTO of Sun Microsystems, Carl Lashua , previous Chief Information Officer of HSBC Canada and Europe , and Matthew Breman , prior Executive for Disney.

For more information about ProStar, please visit www.prostarcorp.com .

Alex Moore
Investor Relations
970-822-4792
Investorrelations@prostarcorp.com

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

Cautionary Statements Regarding Forward-Looking Information
This press release contains forward-looking information within the meaning of Canadian securities laws. Such information includes, without limitation, information regarding the terms and conditions of the Company's future plans. Although the Company believes that such information is reasonable, it can give no assurance that such expectations will prove to be correct.

Forward-looking information is typically identified by words such as: "believe", "expect", "anticipate", "intend", "estimate", "postulate" and similar expressions, or are those, which, by their nature, refer to future events. The Company cautions investors that any forward-looking information provided by the Company is not a guarantee of future results or performance, and that actual results may differ materially from those in forward-looking information as a result of various factors, including, but not limited to: the state of the financial markets for the Company's securities; the state of the technology sector; recent market volatility; the COVID-19 pandemic; the Company's ability to raise the necessary capital or to be fully able to implement its business strategies; and other risks and factors that the Company is unaware of at this time. The reader is referred to the Company's recent Information Circular filed on SEDAR on November 20, 2020 for a more complete discussion of applicable risk factors and their potential effects, copies of which may be accessed through the Company's issuer page on SEDAR at www.sedar.com .

The forward-looking statements contained in this press release are made as of the date of this press release. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

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SOURCE ProStar Corp

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	31-Dec-23			31-Dec-22
ASSETS
Current
Cash & cash equivalents		907,847			3,777,117
Receivables		357,398			744,331
Contract asset		51,320			589,015
Finance lease receivable on sublease CP		199,933			-
Prepaid expenses		294,471			310,906
Inventory		-			45,289
Non current assets held for sale		-			501,188
Total current assets		1,810,969			5,967,846

Equipment		325,633			278,463
Deferred consideration		206,850			-
Right of use asset		-			829,278
Finance lease receivable on sublease		642,983			-
Intangible assets		-			3,313,741
Goodwill		-			6,746,378
Total assets		2,986,435			17,135,706

LIABILITIES
Current
Accounts payable and accrued liabilities		3,531,460			2,641,918
Deferred revenue		342,192			437,746
Lease liability		143,722			222,250
Liabilities associated with assets held for sale		-			92,532
Total current liabilities		4,017,374			3,394,446

Lease liability - non current		469,624			582,586
Deferred tax liabilities		-			29,974
Total liabilities		4,486,998			4,007,006

Shareholders' Equity
Share capital		91,909,495			83,271,707
Reserves		14,166,972			12,754,706
Accumulated Other Comprehensive Income		678,143			827,101
Shareholder's equity attributable to Nextech shareholders		(112,211,223	)		(85,898,862	)
Total common shareholders' equity		(5,456,613	)		10,954,652
Non controlling interest		3,956,050			2,174,048
Total equity		(1,500,563	)		13,128,700
Total liabilities and shareholders' equity		2,986,435			17,135,706

	YTD
	31-Dec-23			31-Dec-22
		$			$
Revenue		5,033,202			3,224,791
Cost of sales		(3,586,162	)		(1,593,076	)
Gross profit		1,447,040			1,631,715

Operating expenses:
Sales and marketing		4,546,502			5,013,367
General and administrative		9,362,610			13,377,575
Research and development		3,249,799			3,892,208
Stock based compensation		1,775,695			1,715,690
Amortization		2,105,689			2,655,652
Right of use amortization		55,728			76,905
Depreciation		87,824			122,930
Operating profit (loss)		(19,736,807	)		(25,222,612	)

Other income (expense):
Gain on sublease recognition		120,626			-
Loss on asset disposal		(85,679	)		-
Gain on liability		-			381,019
Impairment of intangible assets and goodwill		(7,575,263	)		(476,113	)
Foreign exchange gain (loss)		(14,393	)		1,345,593
Profit (Loss) before income taxes		(27,291,516	)		(23,972,113	)

Current income tax expense		-			(34,937	)
Deferred income tax recovery		29,974			672,148
Net income (loss) from continuing operations		(27,261,542	)		(23,334,902	)

Income (loss) from discontinued operations		(452,814	)		(4,043,424	)
Net loss		(27,714,356	)		(27,378,326	)

Other comprehensive income (loss)
Exchange differences on translating foreign operations, continuing operations		(148,958	)		(432,845	)
Comprehensive income (loss)		(27,863,314	)		(27,811,171	)

Net loss from C/O attributed to:
Parent		(25,109,547	)		(22,896,701	)
Non controlling interest - PL		(2,151,995	)		(438,201	)

Net loss from D/O attributed to:
Parent		(452,814	)		(4,043,424	)
Non controlling interest - PL		-			-

Comprehensive loss attributed to:
Parent		(25,711,319	)		(27,372,970	)
Non controlling interest		(2,151,995	)		(438,201	)


Loss per share from C/O - basic and diluted		(0.22	)		(0.24	)


Loss per share from D/O - basic and diluted		(0.00	)		(0.04	)

Weighted average number of common shares outstanding
Basic and diluted		114,085,494			100,201,691

	YTD
	31-Dec-23			31-Dec-22
Operating activities:
Net loss		(27,714,356	)		(27,378,326	)
Adjustment for:
Interest income from sublease		(39,903	)		-
Interest expense from lease		30,217			28,668
Stock based compensation		1,775,695			1,715,690
Amortization of intangible assets		2,105,689			2,655,652
Amortization of ROU		55,728			261,101
Depreciation of property and equipment		87,824			143,567
Gain on sublease recognition		(120,626	)		-
Loss on asset disposal		85,679			-
Gain on short-term investment		-			(381,019	)
Impairment of intangible assets & goodwill		7,759,360			3,178,426
Expenses paid by shares		648,891			1,917,837
Loss on PET disposal		173,534			-
Income tax expense (recovery)		-			-
Changes in non-cash working capital balances
Receivables		386,933			269,873
Contract asset		537,695			(202,813	)
Prepaid expenses		16,435			408,743
Inventory		45,289			2,954,342
Accounts payable and accrued liabilities		917,814			(24,574	)
Deferred revenue		(95,554	)		(171,255	)
Deferred tax liability		-			(673,290	)
Total operating cash flow		(13,343,656	)		(15,297,378	)

Cashflows from investing activities
Purchase of equipment		(227,250	)		(101,784	)
Payments received from sublease		66,554			-
Net cash provided by (used in) investing activities, continuing operations		(160,696	)		(101,784	)

Cashflows from financing activities
NTAR - Net proceeds from private placements		5,726,654			8,890,349
NTAR - Proceeds from Employee Pay Program		2,269,704			2,496,628
Proceeds from securities issuances to NCI		2,813,107			1,657,354
Repayment of loan		-			(90,896	)
Payments of lease liability		(203,762	)		(388,804	)
Net cash provided by (used in) financing activities, continuing operations		10,605,703			12,564,631

Effects of foreign exchange on cash		29,379			(616,272	)
Change in cash during the period		(2,898,649	)		(2,834,531	)
Cash, beginning of period		3,777,117			7,237,296
Cash, end of period, continuing operations		907,847			3,786,493

Cash, end of period, continuing operations		907,847			3,777,117
Cash, end of period, discontinuing operations		-			9,376

Taxes paid		-			27,005
Interest paid		30,217			30,910
Cash interest received		121,122			108,390

	Three months ended December 31
($000's)	2023	2022	($) Change
Product sales	5,450	5,893	(443)
Service revenue	4,350	1,310	3,040
Total sales and revenue	9,800	7,203	2,597

Gross margin - product sales	48 %	32 %	16 %
Gross margin - service revenue	-21 %	-50 %	29 %

EBITDA	(774)	(2,532)	1,758

Net loss	(2,123)	(3,292)	1,169

	Twelve months ended December 31
($000's)	2023	2022	($) Change
Product sales	16,342	21,588	(5,246)
Service revenue	12,124	3,233	8,891
Total sales and revenue	28,466	24,821	3,645

Gross margin percentage - product sales	41 %	49 %	-8 %
Gross margin percentage - service revenue	-23 %	-1 %	-22 %

EBITDA	(8,074)	(3,935)	(4,139)

Net loss	(16,784)	(9,915)	(6,869)

	Three months ended December 31			Twelve months ended December 31
($000's)	2023	2022	($) Change	2023	2022	($) Change
Net loss	(2,123)	(3,292)	1,169	(16,784)	(9,915)	(6,869)
Business acquisition costs and contingent consideration (gain) loss	(1,106)	(106)	(1,000)	(967)	104	(1,071)
Depreciation and amortization expense	1,052	1,233	(181)	4,413	4,564	(151)
Finance expense (income)	43	(124)	167	284	76	208
Stock-based compensation	187	454	(267)	1,048	1,556	(508)
Foreign exchange (gain) loss	(84)	5	(89)	165	164	1
Loss on loss of control of subsidiary	-	-	-	2,810	-	2,810
Loss from associate	271	-	271	527	-	527
Restructuring costs	4	-	4	441	-	441
Current income tax (recovery) expense	(3)	53	(56)	13	250	(237)
Deferred income tax expense (recovery)	985	(755)	1,740	(24)	(734)	710
EBITDA	(774)	(2,532)	1,758	(8,074)	(3,935)	(4,139)

ProStar announces that Kraemer North America has Signed a Service-Level Agreement

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