Original News Release
Cryptostar arranges $2.25-million private placement
Mr. David Jellins reports
CRYPTOSTAR CORP. ANNOUNCES UP TO $2,250,000 PRIVATE PLACEMENT OFFERING WITH INSIDER PARTICIPATION
Cryptostar Corp. has arranged a non-brokered private placement offering of up to 150 million securities, consisting of: (i) units of the company at a price of 1.5 cents per unit; and (ii) common shares in the capital of the company at a price of 1.5 cents per share, as more particularly described below for aggregate gross proceeds of up to $2.25-million. Each unit will consist of one share and one common share purchase warrant. Each warrant will entitle the holder thereof to purchase one share for a period of 60 months from the date of the issue of the warrants at an exercise price of five cents per warrant share.
A.C.N. 117 402 838 Pty. Ltd., a company in which David Jellins (president and chief executive officer, and a director of the company) and Amelia Jones (chief commercial officer and a director of the company) each hold a 50-per-cent interest, plans to sell up to 102,624,235 shares and will use the net proceeds of the sales to subscribe for up to 102,624,235 shares under the offering. As such, the offering constitutes a related party transaction as defined under Multilateral Instrument 61-101, Protection of Minority Securityholders. Such participation is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of the shares subscribed for by insiders, nor the consideration for the shares paid by such insiders would exceed 25 per cent of the company's market capitalization. Further details will be included in a material change report that will be filed by the company in connection with the completion of the offering. The company did not file the material change report more than 21 days before the expected closing date of the offering due to the timing of the announcement of the offering and closing occurring in less than 21 days.
The offering is subject to TSX Venture Exchange approval. The securities issued in connection with the offering are subject to a four-month hold period, in accordance with applicable securities laws and TSX-V policies.
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 (HPC) and artificial intelligence (AI) data centre sectors. The company continues to explore strategic initiatives aligned with the growing convergence of blockchain technology, HPC and AI-driven compute infrastructure, consistent with its long-term vision of sustainable growth and innovation. The strengthened balance sheet will also provide Cryptostar with greater flexibility to enhance its management and operational capabilities as it pursues future growth opportunities. Cryptostar may pay a finder's fee to eligible parties in connection with the offering, subject to the approval of the TSX-V and compliance with applicable securities laws.
About Cryptostar Corp.
Cryptostar has cryptocurrency mining operations with data centres located in the United States and Canada. Cryptostar is currently dedicated to becoming one of the lowest-cost cryptocurrency producers in North America, and a major supplier of GPU (graphics processing unit) and ASIC (application-specific integrated circuit) miners worldwide.
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