Cryptostar extends private placement until Dec. 29

Executive Summary

• Cryptostar Corp. has applied to the TSX Venture Exchange to extend the closing date of its non-brokered private placement offering to December 29, 2025, to allow for the completion of subscriptions.
• The offering aims to raise up to $2.25 million through the sale of units at 1.5 cents per unit, with each unit comprising one common share and one common share purchase warrant.
• The transaction is a related-party transaction involving insiders David Jellins and Amelia Jones (via ACN 117 402 838 Pty. Ltd.), who plan to subscribe for up to 102,624,235 shares; this participation is 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 for a period of 60 months from the date of issue.
• Gross Proceeds: The offering targets gross proceeds of up to $2.25 million.
• Insider Participation: 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 subscription constitutes a related-party transaction under Multilateral Instrument 61-101 but is exempt from formal valuation and minority shareholder approval because the consideration does not exceed 25% of the company's market capitalization.
• Use of Proceeds: Net proceeds will be used for business operations, expansion of digital infrastructure, general working capital, and evaluating opportunities in high-performance computing (HPC) and AI data center sectors.
• Hold Period: Securities issued are subject to a four-month hold period per applicable securities laws and TSX-V policies.
• Finder's Fees: Cryptostar may pay finder's fees to eligible parties, subject to TSX-V approval and securities law compliance.
• Previous Disclosure: The offering was previously announced in a news release dated October 15, 2024.

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."