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VANCOUVER, British Columbia, March 02, 2021 (News) â Prospect Park Capital â Corp. (the âCompanyâ) ââ(TSXV:PPK), a public investment issuer, is pleased to announce it has entered into a definitive agreement dated March 1, 2021 (the âAgreementâ) with DiiTalk Communications Incâ. (âDiiTalkâ) and PPK Acquisition Corp., a wholly owned subsidiary of the Company, wherein the parties have agreed to the Company acquiring all of the issued and outstanding securities of DiiTalk (the âProposed Investmentâ).
DiiTalk, a corporation existing under the laws of British âColumbia, âis in the business of operating a rewards-based communication platform and the provision of services âin connection therewith, including, without limitation, VOIP calling, SMS messaging, analytics âengine, mobile apps and add engines. Additional information regarding DiiTalk can be found at https://www.diitalk.com/.
Pursuant to the Agreement, DiiTalk and PPK Acquisition Corp. will amalgamate with the amalgamating corporation (to be named DiiTalk Communications Incâ.) becoming a wholly owned subsidiary of the Company. In consideration for amalgamating with PPK Acquisition Corp., the shareholders of DiiTalk will receive an aggregate of 15,000,000 common shares of the Company, and the holders of convertible securities of DiiTalk (namely, common share warrants) will receive warrants of the Company exercisable for an aggregate of (subject to an exchange ratio) approximately 95,088 common shares of the Company at $0.25 per share. The securities of the Company to be issued in connection with the Proposed Investment shall be issued pursuant to the provisions of section 2.11(a) of National Instrument 45-106 â Prospectus Exemptions.
Following the completion of the Proposed Investment, assuming no additional common shares of the Company are issued prior to closing, it is expected that 47,347,074 common shares of the Company will be issued and outstanding. The current shareholders of the Company will hold approximately 68.3% of the common shares of the Company and the current shareholders of DiiTalk will hold approximately 31.7% of the common shares of the Company.
None of the Non-Armâs Length Parties (as such term is defined by the TSX Venture Exchange (the âExchangeâ)) of the Company have any interest in DiiTalk and the Proposed Investment is not a ârelated party transactionâ as such term is defined by Multilateral Instrument 61-101 â Protection of Minority Security Holders in Special Transactions and is not subject to Policy 5.9 of the Exchange. In addition, no new Insiders (as such term is defined by the Exchange) are expected to be created as a result of the Proposed Investment.
Closing of the Proposed Investment remains subject to several conditions precedent, including approval of the shareholders of DiiTalk and approval of the Exchange.
Trading in the common shares of the Company on the Exchange will remain halted until lifted by the Exchange.
Additional information will be released by the Company as it occurs. There can be no assurance that any âinvestments (including the particular acquisition contemplated herein) will be completed as proposed or at all or the âtiming of any investments.â
In connection with the execution of the Agreement and the Proposed Investment, the board of directors of the Company has amended its Statement of Investment Policies and Procedures (the âInvestment Policyâ) to remove any focus on any specific industry. The Investment Policy provides broad investment guidelines for the management of the âCompany with respect to the assets of the Company. A copy of the newâ Investment Policy is available under the Companyâs âprofile on SEDAR at www.sedar.com.â
For more information please contact:
James GreigChief Executive OfficerProspect Park Capital Corp.Tel: (778) 788-2745
Certain statements contained in this press release constitute âforward-looking informationâ as such term is ââââdefined in applicable Canadian securities legislation. The words âmayâ, âwouldâ, âcouldâ, âshouldâ, âpotentialâ, ââââââwillâ, âseekâ, âintendâ, âplanâ, âanticipateâ, âbelieveâ, âestimateâ, âexpectâ and similar expressions as they relate ââââto the Company, including, the completion of the acquisition, are intended to identify âforward-looking âinformation. All statements other than âstatements of âhistorical fact may be forward-looking âinformation. Such âstatements reflect the Companyâs current âviews and âintentions with respect to future events, and âcurrent âinformation available to the Company, and are âsubject to âcertain risks, uncertainties and assumptions, including: âreceipt of all necessary approvals for the âacquisition; and all closing conditions being âwaived or satisfied in a timely âmanner. Many factors âcould âcause the actual results, performance or achievements that may be expressed or ââimplied by such forward-âlooking âinformation to vary from those described herein should one or more of these risks ââor uncertainties âmaterialize. âExamples of such risk factors include, without limitation: credit; market (including ââequity, commodity, âforeign âexchange and interest rate); liquidity; operational (including technology and ââinfrastructure); âreputational; âinsurance; strategic; regulatory; legal; environmental; capital adequacy; the ââgeneral business and âeconomic âconditions in the regions in which the Companyâs investeeâs operate; the ability of the ââCompany to execute on key âpriorities, âincluding the successful completion of investments and ââstrategic plans and to âattract, develop âand retain key executives; difficulty integrating newly acquired businesses; ââthe ability to âimplement business âstrategies and pursue business opportunities; ââdisruptions in or âattacks (including âcyber-attacks) on the Companyâs information technology, internet, network ââaccess or other âvoice or data âcommunications systems or services; the evolution of various types of fraud or other ââcriminal âbehavior to which âthe Company is exposed; the failure of third parties to comply with their obligations to ââthe âCompany or its âaffiliates; the impact of new and changes to, or application of, current laws and regulations; granting of permits and licenses in a highly regulated businesses of investeeâs; the overall difficult ââââlitigation environment, including in the U.S.; increased competition; changes in foreign currency rates; increased ââââfunding costs and market volatility due to market illiquidity and competition for funding; critical accounting estimates and changes to accounting standards, policies, ââââand methods used by the Company; the occurrence of natural and unnatural catastrophic events âand claims ââââresulting from such events; and risks related to COVID-19 including various recommendations, orders âand âââmeasures of governmental âauthorities âto try to limit the pandemic, including travel restrictions, border closures, âââânon-essential business âclosures, âquarantines, self-isolations, shelters-in-place and social distancing, disruptions âââto âmarkets, economic âactivity, âfinancing, supply chains and sales channels, and a deterioration of general âââeconomic âconditions âincluding a âpossible national or global recessionâ; as well as those risk factors discussed or âââreferred to in âthe Companyâs disclosure âdocuments filed with the securities regulatory authorities in certain âââprovinces of Canada âand available at âwww.sedar.com. Should any factor affect the Company in an unexpected âââmanner, or should âassumptions âunderlying the forward-looking information prove incorrect, the actual results or âââevents may differ âmaterially âfrom the results or events predicted. Any such forward-looking information is âââexpressly qualified in its âentirety by âthis cautionary statement. Moreover, the Company does not assume âââresponsibility for the accuracy or ââcompleteness of such forward-looking information. The forward-looking âââinformation included in this press release âis âmade as of the date of this press release and the Company undertakes âââno obligation to publicly update or revise âany âforward-looking information, other than as required by applicable âââlaw.â â
The securities referred to in this news release have not been, 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 absent U.S. registration or an applicable exemption from the U.S. registration requirements. This news release does not constitute an offer for sale of securities for sale, nor a solicitation for offers to buy any securities. Any public offering of securities in the United States must be made by means of a prospectus containing detailed information about the company and management, as well as financial statements.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
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