ProStar Holdings Inc. Announces Closing of $1 Million Private Placement

ProStar Holdings Inc. ("ProStar" or the "Company") (TSXV: MAPS) (FSE: 5D00) a world leader in Precision Mapping Solutions™, is pleased to announce that the Company has received an order and agreed with a sole subscriber to complete a non-brokered private placement of $1,001,000 through the issuance of 1,430,000 units, at a price of $0.70 per unit to a European Investment Group. The Company intends to use the net proceeds of the Private Placement to expand its global sales network, add additional sales and marketing resources, and for working capital.

Each Unit consists of one common share of the Company (each, a " Share ") and one-half of one non-transferable common share purchase warrant (each whole warrant, a " Warrant "). Each Warrant will entitle the holder to purchase one additional Share at an exercise price of $1.00 per Share for a period of 24 months from the date of issue.

All securities issued in connection with the Offering are subject to a four-month hold period under applicable securities legislation. The Company paid a cash finder's fee in the amount of $70,070 and issued 100,100 finder's warrants, with each finder's warrant exercisable into a common share of the Company at a price of $0.70 for 24 months.

What You Should Know 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 offered as a SaaS recurring revenue model. ProStar's solutions are adopted by some of the largest entities in North America , including Fortune 500 construction firms, the largest subsurface utilities engineering (SUE) firms, and government agencies.

ProStar has strategic partnerships with the leading GPS/GNSS and cable and pipe locator manufactures as well as their dealer networks, including Trimble®, 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 several more pending. The patents protect the methods required to digitally capture, record, and display the precise location of buried utilities and pipelines.

ProStar's Executive management team has extensive experience in both early stage and Fortune 500 companies, TSX and TSX.V listed enterprises, and in geospatial, cloud and mobile technologies. ProStar's 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 Disneyworld Resorts.

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

For further information, please contact:

Alex Moore
Investor Relations Support
investorrelations@prostarcorp.com
970-242-4024

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

SOURCE ProStar Corp

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ProStar™ GeoCorp TSXV:MAPS Emerging Tech Investing

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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

ProStar Holdings Inc. Announces Closing of $1 Million Private Placement

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