Cryptostar applies to extend private placement closing

Executive Summary

• Cryptostar Corp. has applied to the TSX Venture Exchange to extend the closing date of its previously announced non-brokered private placement to February 13, 2026, to allow for the completion of subscriptions.
• The offering aims to raise up to $2.25 million through the sale of units priced at 1.5 cents per unit, with each unit comprising one common share and one common share purchase warrant.
• A related-party transaction is involved, with insiders David Jellins and Amelia Jones (via ACN 117 402 838 Pty. Ltd.) planning to subscribe for up to 102,624,235 shares, exempt from formal valuation and minority shareholder approval requirements under MI 61-101.

Key Details

• Offering Structure: The private placement consists of units priced at 1.5 cents per unit. Each unit includes one common share and one common share purchase warrant.
• Warrant Terms: Each warrant entitles the holder to purchase one additional share at an exercise price of 5 cents per share. The warrants are exercisable for a period of 60 months from the date of issue.
• Gross Proceeds: The offering is targeted at gross proceeds of up to $2.25 million.
• Related-Party Subscription: ACN 117 402 838 Pty. Ltd., in which CEO David Jellins and CCO Amelia Jones each hold a 50% interest, plans to subscribe for up to 102,624,235 shares.
• Regulatory Exemption: The insider participation is exempt from the formal valuation and minority shareholder approval requirements of Multilateral Instrument 61-101 because the fair market value of shares subscribed by insiders and the consideration paid do not exceed 25% of the company's market capitalization.
• Use of Proceeds: Net proceeds will be used for business operations, expansion of digital infrastructure, and general working capital, specifically targeting opportunities in high-performance computing (HPC) and artificial intelligence (AI) data center sectors.
• Regulatory Status: The offering is subject to TSX Venture Exchange approval. Securities issued are subject to a four-month hold period.
• Finder’s Fees: Cryptostar may pay finder’s fees to eligible parties, subject to TSX-V approval and securities law compliance.
• Previous Releases: The offering is linked to news releases dated October 15, 2024, and November 28, 2025.

Notable Quotes

• "Cryptostar intends to use the net proceeds from the offering for business operations, expansion of its digital infrastructure and general working capital purposes, including evaluating emerging opportunities in the high performance computing and artificial intelligence data centre sectors."