ProStar Holdings Closes $675,000 Private Placement
GRAND JUNCTION, Colo. — February 13, 2026 — Leads & Copy — ProStar Holdings Inc. has closed a non-brokered private placement of secured convertible debentures for US$675,000.
The company, which develops PointMan® Precision Mapping Solutions® and the LinQD™ enterprise integration platform, announced that each convertible debenture bears interest at a rate of 12.5% per annum and will mature 24 months following the date of issuance. The principal amount of each convertible debenture will be convertible into units of the company at a conversion price of US$0.10 per unit at the Debenture Holder’s option any time prior to the Maturity Date.
Each unit comprises one common share of the company and one-half of one common share purchase warrant. Each full warrant will entitle the holder to purchase one common share of the company at a price of US$0.14 per common share for five years from the offering’s closing date.
The outstanding principal amount underlying the convertible debenture will be automatically converted into units at the conversion price upon the occurrence of either of these trigger events, subject to regulatory approvals: The company reaching US$2,000,000 in booked Annual Recurring Revenue (ARR) in 2026; or the company reaching US$2,500,000 in booked ARR in 2027.
Upon voluntary conversion, maturity, or a trigger event, the Debenture Holder can settle any portion of the accrued interest in cash or via common shares. If the Debenture Holder chooses common shares, the company will apply to the TSX Venture Exchange (TSXV) to settle the accrued interest in common shares at a conversion rate equal to the Market Price of the common shares when the accrued interest becomes payable. Any issuance of common shares upon conversion of the interest will be subject to TSXV approval.
The convertible debentures are secured by a first-ranking security interest over all present and after-acquired property and assets of the company. The company intends to use the net proceeds from the offering for general corporate purposes.
The offering is still subject to TSXV approval and all other necessary regulatory approvals. All securities issued with the offering are subject to a four-month hold period from the closing date under applicable Canadian securities laws, along with other restrictions as may apply under applicable securities laws of jurisdictions outside Canada.
Wayne Moore, a director of the company, acquired beneficial ownership of US$500,000 principal amount of Convertible Debentures pursuant to the Offering through Clark For Capital LLC. Before the acquisition, Mr. Moore owned 8,993,333 Common Shares, 850,000 stock options, and 5,033,333 common share purchase warrants. Immediately following the acquisition, Mr. Moore now beneficially owns US$500,000 principal amount of Convertible Debentures, 8,993,333 Common Shares, 850,000 stock options and 5,033,333 common share purchase warrants.
Wayne Moore and Jonathan Richards, directors of the company, purchased US$525,000 of the Convertible Debentures pursuant to the Offering. The directors of the company have determined that the Interested Parties’ participation in the Offering is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 in reliance on the exemptions contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101.
ProStar Geocorp delivers a Software-as-a-Service (SaaS) solution and an enterprise integration platform that transforms how critical infrastructure assets are identified, managed, and maintained worldwide. The Company’s flagship products, PointMan and LinQD, make infrastructure mapping and management more accurate, accessible, and connected. Headquartered in Grand Junction, Colorado, ProStar is committed to building a safer, smarter, and more resilient infrastructure future worldwide.
Source: ProStar Holdings Inc.
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