/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
RELEASE, PUBLICATION OR DISSEMINATION, DIRECTLY OR INDIRECTLY, IN
WHOLE OR IN PART, IN OR INTO THE UNITED
STATES./
TORONTO,
March 27,
2024 /CNW/ - CryptoStar Corp.
("CryptoStar" or the "Company") (TSXV: CSTR) is
pleased to announce that it has closed the second and final tranche
of its previously announced non-brokered private placement (the
"Offering") of up to 40,000,000 units (the "Units")
of the Company at a price of $0.05
per Unit for gross proceeds of up to $2,000,000.
Each Unit consists of one common share in
the capital of the Company (a "Share") and one Share
purchase warrant (a "Warrant"). Each Warrant will entitle
the holder thereof to purchase one Share of the Company (a
"Warrant Share") for a period of 36 months from the date of
the issue of the Warrants at an exercise price of $0.07 per Warrant Share.
The Company completed the first tranche of
the Offering on March 8, 2024,
resulting in the issuance of 14,410,000 Shares and 14,410,000
Warrants for aggregate gross proceeds of $720,500. Pursuant to the closing of the second
tranche of the Offering, the Company issued 50,000 Shares and
50,000 Warrants for aggregate gross proceeds of $2,500.
The Offering was completed pursuant to the
listed issuer financing exemption under Part 5A of National
Instrument 45-106 - Prospectus Exemptions, accordingly, the
securities issued in the Offering are not subject to a hold period
in accordance with applicable Canadian securities laws. There is an
offering document related to the completed Offering that can be
accessed under the Company's profile at www.sedarplus.ca and on the
Company's website at: www.cryptostar.com.
In addition to finder's fees paid under the
first tranche closing of the Offering, the Company paid an eligible
arm's length party (the "Finder") a cash Finder's fee in the
aggregate amount of $175 and issued
an aggregate 1,500 Shares and 1,500 finder's warrants (the
"Finder's Warrants") to the Finder upon the closing of the
second tranche. Each Finder Warrant entitles the holders thereof to
acquire one Share (a "Finder's Warrant Shares") at an
exercise price of $0.07 per Finder's
Warrant for a period of 36 months from the date of the issue of the
Warrants. The Shares, Finder's Warrants and Finder's Warrant Shares
to be issued upon exercise of the Finder's Warrants, if applicable,
will be subject to a hold period of four months and one day from
the date of closing of the second tranche of Offering in accordance
with applicable Canadian securities laws. The Company also paid the
Finder a $15,000 corporate finance
fee (the "Corporate Finder's Fee") in connection with the
completion of the Offering.
The Company intends to use the proceeds
raised from the Offering to purchase crypto mining equipment and
for general working capital purposes.
The securities issued pursuant to the
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.
Neither the TSX Venture Exchange nor its
Regulation Services Provider (as that term is defined in the
policies of the TSX Venture Exchange) accepts responsibility for
the adequacy or accuracy of this release.
www.cryptostar.com
Forward-Looking
Information
This news release may contain certain
forward-looking statements and forward-looking information
(collectively, "forward-looking
statements") related to future events or
CryptoStar's future business, operations, and financial performance
and condition. Forward-looking statements normally contain words
like "will", "intend", "anticipate", "could", "should", "may",
"might", "expect", "estimate", "forecast", "plan", "potential",
"project", "assume", "contemplate", "believe", "shall",
"scheduled", and similar terms. Such forward-looking statements
include, without limitation, statements regarding the use of
proceeds of the Offering. Forward-looking statements are not
guarantees of future performance, actions, or developments and are
based on expectations, assumptions, and other factors that
management currently believes are relevant, reasonable, and
appropriate in the circumstances. Although management believes that
the forward-looking statements herein are reasonable, actual
results could be substantially different due to the risks and
uncertainties associated with and inherent to CryptoStar's
business. Additional material risks and uncertainties applicable to
the forward-looking statements herein include, without limitation,
the impact of general economic conditions, and unforeseen events
and developments. This list is not exhaustive of the factors that
may affect CryptoStar's forward-looking statements. Many of these
factors are beyond the control of CryptoStar. All forward-looking
statements included in this news release are expressly qualified in
their entirety by these cautionary statements. The forward-looking
statements contained in this press release are made as at the date
hereof, and CryptoStar undertakes no obligation to update publicly
or to revise any of the included forward-looking statements,
whether as a result of new information, future events, or
otherwise, except as may be required by applicable securities laws.
Risks and uncertainties about the Company's business are more fully
discussed under the heading "Business Risks and Uncertainties" in
its most recent Management's Discussion and Analysis. They are
otherwise disclosed in its filings with securities regulatory
authorities available on SEDAR+ at
www.sedarplus.ca.
SOURCE CryptoStar Corp.