CRYPTOSTAR CORP. ANNOUNCES UP TO $2,250,000 PRIVATE PLACEMENT OFFERING WITH INSIDER PARTICIPATION

Executive Summary

• CryptoStar Corp. announced a non‑brokered private placement of up to 150 million securities (units and common shares) for aggregate gross proceeds of up to $2,250,000.
• Each unit consists of one share and one warrant; warrants allow purchase of additional shares at $0.05 per share for 60 months.
• Insider participation: ACN 117 402 838 PTY LTD (controlled by CEO David Jellins and CCO Amelia Jones) will subscribe for up to 102,624,235 shares, constituting a related‑party transaction exempt from minority‑shareholder approval.

Key Details

• Securities Offered:
• Units – $0.015 per Unit (each unit = 1 Share + 1 Warrant).
• Common Shares – $0.015 per Share.
• Maximum Offering Size: 150,000,000 securities → up to $2.25 M gross proceeds.
• Warrant Terms: One‑year‑plus‑warranty; each warrant exercisable for one share at $0.05 per share, valid for 60 months from issuance.
• Insider Subscription:
• ACN 117 402 838 PTY LTD to purchase up to 102,624,235 Shares (≈68% of total securities).
• Net proceeds from insider sale will be used to subscribe for the same number of shares in the private placement.
• Regulatory/Closing:
• Offering subject to TSX Venture Exchange approval.
• Securities carry a four‑month hold period per applicable securities laws and TSXV policies.
• Material change report to be filed post‑closing; no filing >21 days before expected closing due to timing constraints.
• Use of Proceeds:
• Business operations and expansion of digital infrastructure.
• General working capital, including evaluation of opportunities in high‑performance computing (HPC) and artificial‑intelligence (AI) data‑center sectors.
• Strengthen balance sheet for greater operational flexibility and future growth initiatives.
• Finder’s Fee: Company may pay a finder’s fee to eligible parties, subject to TSXV approval and securities‑law compliance.

Notable Quotes

(No direct quotes were provided in the release.)