ProStar Holdings Inc. — M&A Activity 2020

Apr 30, 2020

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DOXA PROVIDES TRANSACTION UPDATE

April 21, 2020

TSX Venture Exchange Trading Symbol: DXA.V www.doxaenergy.com

Doxa Energy Ltd (“ Doxa ” or the “ Company ”) announces that further to its press releases dated November 7, 2018 and May 23, 2019, the Company and ProStar Geocorp Inc. (“ ProStar ”) entered into an amendment to the definitive merger agreement dated May 22, 2019 (the “ Merger Agreement ”) which, among other things, extended the date for the completion of the proposed transaction with ProStar (the “ Transaction ”) to June 30, 2020 and provided for the Company’s expenses in association with the Transaction including fees associated with the Company’s maintenance of its listing status to be borne by ProStar, to a maximum of $130,000. The amendment also provides ProStar with additional flexibilities for its financing initiatives.

As previously announced, the Transaction is intended to result in a reverse takeover of Doxa by ProStar in accordance with the policies of the TSX Venture Exchange (the “ TSXV ”). Upon completion of the Transaction, it is anticipated that the combined venture (the “ Resulting Issuer ”) will continue to carry on the business of ProStar and will be listed on the TSXV as a Tier 2 Technology Issuer. Details of the Transaction remain unchanged from those announced in the Company’s May 23, 2019 press release, but it is expected that the terms of the proposed concurrent offerings will be amended. A subsequent press release will be issued when the terms are known.

In addition, the Company has been advised that it must obtain shareholder approval for the Transaction as a condition of receiving approval from the TSXV. The Company has yet to set a date for the meeting and will provide a further update when a timeline is set. The Company previously obtained the approval of its shareholders for certain conditions of the Transaction being:

• (a) A consolidation of its share capital on a 17 old for one new basis (the “ Consolidation ”);

• (b) The settlement of approximately $3.5 million in debt owed collectively to Armada Investments Ltd., (a company owned and controlled by Chairman and director, G. Arnold Armstrong) and Harvco LLC (a company owned and controlled by President and CEO, John Harvison) through the issuance of 188,013,211 pre-Consolidation DXA Shares at a price of approximately $0.0117 per pre-Consolidation shares (the “ Debt Settlement ”); and

• (c) The disposition of the Company’s existing oil and gas assets through the sale of its U.S. subsidiary (the " Disposition ") to Dynamic Production, LLC (" Dynamic "), a company controlled by John Harvison, the President and CEO of the Company, at their fair market value. As the fair market value of the oil and gas assets is less than the outstanding balance of the debts of the subsidiary to Dynamic, the Disposition will not result in any payments to the Company.

As of the date of this press release, neither of the Consolidation, Debt Settlement nor the Disposition have been effected as its expected these events would occur closing to the proposed closing date for the Transaction and will not be completed if the Transaction does not occur.

The amendment to the Merger Agreement was executed prior to the impacts of the COVID-19 health crisis and it is currently not known to the Company how this unprecedented event will impact the

Doxa Energy Ltd. – Administration 1450-700 West Georgia Street Vancouver, Canada V7Y 1K8 Ph: 604-662–3692 Fax: 604-662-3231

Doxa Energy US, Inc. - Technical 5070 Mark IV Parkway Fort Worth, Texas 76106 Ph: 817-838-1800 Fax: 817-838-1824

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Transaction. There can be no assurances that the Transaction will complete on the terms set forth in the Merger Agreement or at all.

Trading Halt

The Doxa Shares continue to be halted from trading, and the trading of Doxa Shares is expected to remain halted pending completion of the Transaction.

Forward-Looking Statements

This news release contains certain “forward looking statements” including, for example, statements relating to the transaction between Doxa and ProStar, the proposed financing and the timing for completion of the Transaction. Such forward-looking statements involve risks and uncertainties, both known and unknown. The results or events depicted in these forward-looking statements may differ materially from actual results or events. In addition to other factors and assumptions, which may be identified herein, assumptions have been made regarding and are implicit in, among other things: receipt of regulatory approvals, the state of the capital markets, tax issues associated with doing business internationally, the ability of ProStar to successfully manage the risks inherent in pursuing business opportunities in the technology industry, and the ability of ProStar to obtain and maintain qualified staff, equipment and services in a timely and cost efficient manner to develop its business. Any forward looking statement reflects information available to Doxa as of the date of this news release and, except as may be required by applicable securities laws, Doxa disclaims any intent or obligation to update any forward-looking statement, whether as a result of new information, future events or results or otherwise.

On behalf of the board of directors of the Company:

John D. Harvison President and Chief Executive Officer

For further information contact: Paul McKenzie, director at 604.669.7330

Completion of the Transaction is subject to a number of conditions, including but not limited to, TSX-V acceptance and if applicable pursuant to TSX-V requirements, disinterested shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of the Company should be considered highly speculative.

The TSX-V has in no way passed upon the merits of the Transaction and has neither approved nor disapproved the contents of this news release.

Neither the TSX-V nor its Regulation Services Provider (as that term is defined in the policies of the TSX-V) accepts responsibility for the adequacy or accuracy of this release.

Doxa Energy US, Inc. - Technical 5070 Mark IV Parkway Fort Worth, Texas 76106 Ph: 817-838-1800 Fax: 817-838-1824

Doxa Energy Ltd. – Administration 1450-700 West Georgia Street Vancouver, Canada V7Y 1K8 Ph: 604-662–3692 Fax: 604-662-3231