Mr. Page Tucker reports

PROSTAR HOLDINGS ANNOUNCES UPSIZE AND CLOSING OF NON-BROKERED PRIVATE PLACEMENT FOR GROSS PROCEEDS OF $775,000

Prostar Holdings Inc., further to its news release dated May 5, 2025, has closed its previously announced non-brokered private placement for gross proceeds of $775,000, through the sale of 5,535,714 units at a price of 14 cents per unit. The company received approval from the TSX Venture Exchange to increase the size of the offering from $750,000 to $775,000 shortly before closing.

Each unit consists of one common share of the company and one common share purchase warrant. Each warrant entitles the holder thereof to acquire one common share of the company at a price of 20 cents per warrant share for a period of 36 months from the date of issuance thereof, provided that if the closing price of the common shares on any Canadian stock exchange on which the common shares are then listed is at a price equal to or greater than 30 cents for a period of 10 consecutive trading days, the company will have the right to accelerate the expiry date of the warrants by issuing a news release or other form of notice permitted by the certificate representing the warrants, announcing that the warrants will expire at 4:30 p.m. Vancouver time on a date that is not less than 30 days from the date notice is given.

The company will use the proceeds of the offering to onboard resources designed to ramp up sales and marketing efforts, and for general working capital requirements.

"I am very pleased to announce the closing of this financing, which included strong participation from members of our board and our existing shareholders," stated Page Tucker, chief executive officer and founder of Prostar. "Following several strategic partnership announcements with key equipment manufacturers and technology providers, combined with increased customer adoption and our sales pipeline continuing to expand, the funds will permit us to ramp up our global sales efforts and accelerate our path to attaining cash-flow-positive status."

In connection with the offering, the company paid fees to eligible finders consisting of: (i) 66,500 finders' shares; and (ii) 66,500 finders' warrants. Each finder's warrant is exercisable into one common share of the company at a price of 20 cents per finder's warrant share until that date that is three years from the date of issue of the finder's warrant.

Certain directors and senior officers of the company purchased or acquired direction or control over a total of 2,085,714 units as part of the offering. The placement to the interested parties constituted a related party transaction within the meaning of 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 will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 in reliance on the exemptions set forth 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.

The securities issued in the offering will be subject to applicable hold periods imposed under applicable securities legislation, including a hold period of four months and one day from the date of issuance. The offering remains subject to regulatory approval and the approval of the TSX-V.

About Prostar Holdings Inc.

Prostar is a world leader in precision mapping solutions and is creating a digital world by leveraging the most modern GPS (Global Positioning System), cloud and mobile technologies. Prostar is a software development company specializing in developing patented cloud and mobile precision mapping solutions focused on the critical infrastructure industry. Prostar's flagship product, PointMan, is designed to significantly improve the workflow processes and business practices associated with the life cycle management of critical infrastructure assets both above and below the Earth's surface.

Prostar's PointMan is offered as a software as a service (SaaS), and has strategic business partnerships with the world's leading geospatial technology providers, data collection equipment manufacturers and their dealer networks. The company has made a significant investment in creating a vast intellectual property portfolio that includes 16 issued patents in the United States and Canada. 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.

We seek Safe Harbor.