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CryptoStar Announces Amendment to Non-Brokered Private Placement Pursuant to Listed Issuer Financing Exemption

TORONTO, Feb. 15, 2024 /CNW/ - CryptoStar Corp. ("CryptoStar" or the "Company") (TSXV: CSTR) is pleased to announce that it is amending the terms of its previously announced non-brokered private placement (the "Amended Offering") of units of the Company (each, a "Unit"). The Amended Offering will be for up to 40,000,000 Units at a price of $0.05 per Unit for aggregate gross proceeds of up to $2,000,000.

Each Unit will be comprised of one common share in the capital of the Company (a "Share") and one common share purchase warrant (a "Warrant"). Each Warrant will entitle the holder thereof to acquire one Share (a "Warrant Share") at a price of $0.07 per Warrant Share for a period of 36 months from the closing date of the Amended Offering (the "Closing Date").


The Amended Offering is being completed pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106 Prospectus Exemptions and therefore the securities issued in the Amended Offering will not be subject to a hold period in accordance with applicable Canadian securities laws. The Company has filed an amended and restated offering document related to the Amended Offering (the "Amended Offering Document") that is accessible under the Company's SEDAR+ profile at www.sedarplus.ca and at www.cryptostar.com. Prospective investors should read this Amended Offering Document before making an investment decision.


In connection with the Amended Offering, the Company may pay certain finders (each, a "Finder") a cash commission equal to 7% of the aggregate gross proceeds raised from those purchasers introduced by such Finder and/or issue that number of Shares and/or common share purchase warrants (each, a "Finder Warrant") equal to 3% of the number of Units purchased by those purchasers introduced by such Finder. Each Finder Warrant will entitle the holder thereof to acquire a Share (each, a "Finder's Warrant Share") at an exercise price of $0.07 per Finder's Warrant Share for a period of 36 months from the Closing Date. The Company shall pay EMD Financial Inc. a corporate finance fee of $15,000 upon completion of the Amended Offering.


The Company intends to use the proceeds raised from the Amended Offering to purchase crypto mining equipment and for general working capital purposes. The Amended Offering may close in tranches, with the first tranche expected to close on or around March 8, 2024. The Amended Offering is subject to certain conditions including, but not limited to, receipt of all necessary approvals including the approval of the TSX Venture Exchange.

The securities issued pursuant to the Amended Offering have not, nor will they be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons in the absence of U.S. registration or an applicable exemption from the U.S. registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in the United States or in any other jurisdiction in which such offer, solicitation or sale would be unlawful.


About CryptoStar Corp.:

CryptoStar has cryptocurrency mining operations with data centres located in the U.S.A. and Canada. CryptoStar is currently dedicated to becoming one of the lowest cost cryptocurrency producers in North America and a major supplier of GPU and ASIC miners worldwide.

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