ProStar Holdings Inc. Announces Closing of Merger Transaction

VANCOUVER, British Columbia--(BUSINESS WIRE)--ProStar Holdings Inc. (formerly Doxa Energy Ltd.) (TSXV:DXA) (the "Company") is pleased to announce that pursuant to the merger agreement dated May 22, 2019, (the “Merger Agreement”) between the Company, ProStar Geocorp, Inc. (“ProStar”), and Doxa Merger Corp. (“Doxa SubCo”), the Company completed its previously announced merger transaction with ProStar (the “Transaction”).

The Company will continue to carry on the business of ProStar and the common shares of the Company (the “Shares”) are expected to begin trading as a Tier 2 Technology Issuer on the TSX Venture Exchange (“TSXV”) under the symbol “MAPS” on January 11, 2021.

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“I am very excited that the merger transaction has now been completed and approved,” stated Page Tucker, ProStar’s founder and CEO. “This means that in addition to realizing our immediate capital needs that are required to ramp and scale our current operations, we also now have access to the capital markets to support the Company's plans for expansion.”

Completion of the Concurrent Financing

In connection with the Transaction, the Company completed a non-brokered private placement (“Private Placement”) of 14,000,000 subscription receipts (the “Subscription Receipts”) for aggregate gross proceeds of $5,600,000, as further described in the Company's news release dated October 26, 2020.

Completion of the Transaction

Under the terms of the Merger Agreement, and as further described in the Company's information circular dated November 16, 2020 (the “Circular”), the Transaction was completed by way of a merger under the laws of Delaware, whereby Doxa SubCo merged with and into ProStar, with ProStar surviving as a wholly-owned subsidiary of the Company.

About the Company

The Company’s subsidiary, ProStar, is incorporated under the laws of the State of Delaware and is a Software as a Service (SaaS) company that provides patented Precision Mapping Solutions™. ProStar’s flagship solution is PointMan®, a natively cloud and mobile solution designed to capture, record and display the precise location of subsurface assets, including buried utilities and pipelines. Additional information concerning ProStar is available at www.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.

Forward-Looking Statements

This news release contains certain “forward-looking statements,” including, for example, statements relating to the Transaction, the anticipated business plans of the Company, and the anticipated listing date of the Shares on the TSXV. Such forward-looking statements involve risks and uncertainties, both known and unknown. The results or events depicted in these forward-looking statements may differ materially from actual results or events. In addition to other factors and assumptions, which may be identified herein, assumptions have been made regarding and are implicit in, among other things: receipt of regulatory approvals; the state of the capital markets and the technology sector, including the impact of the COVID-19 pandemic; tax issues associated with doing business internationally; the ability of the Company to successfully manage the risks inherent in pursuing business opportunities in the technology industry; and the ability of the Company to obtain and maintain qualified staff, equipment and services in a timely and cost-efficient manner to develop its business. The reader is referred to the Circular 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.