Prospect Park Capital Announces New Proposed Investment Closes Agreement to Acquire Current Investor Diitalk

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VANCOUVER, British Columbia, September 08, 2021 (GLOBE NEWSWIRE) – Prospect Park Capital Corp. (the “Society”) (CSE: PPK), a public investment issuer, is pleased to announce that it has entered into a definitive agreement dated September 3, 2021 (the”Agreement“) with Diitalk Communications Inc. (“Diitalk“) and PPK Acquisition Corp., a wholly owned subsidiary of the Company, in which the parties have agreed that the Company will acquire all of the issued and outstanding securities of Diitalk (the”Offers
Investment“).

Diitalk, a company governed by the laws of British Columbia, operates a rewards-based communications platform and provides related services including, but not limited to, VOIP calling, SMS messaging, engine analysis. , mobile apps and add engines. Additional information about Diitalk is available at https://www.diitalk.com/. Diitalk’s revenues in 2019 and 2020 were $ 3,427 and $ 2,481, respectively.

On April 12, 2021, the Company made a $ 150,000 convertible debt investment in Diitalk. Under the agreement, Diitalk and PPK Acquisition Corp. will merge with the amalgamating company (to be named Diitalk Communications Inc.) becoming a wholly owned subsidiary of the Company. In consideration for the merger with PPK Acquisition Corp., shareholders of Diitalk (other than dissident shareholders) will receive a total of up to 15,000,000 common shares of the Company, and holders of convertible securities of Diitalk (i.e. , common stock warrants) will receive warrants of the Company exercisable for a total (subject to an exchange ratio) of approximately 616,724 common shares of the Company at a price of 0 , $ 25 per share. In addition, the Company agreed to advance $ 50,000 to Diitalk as a refundable deposit within three days of signing the Agreement. The securities of the Company to be issued under the proposed investment will be issued in accordance with the provisions of section 2.11 (a) of Regulation 45-106 – Prospectus exemptions.

Following the completion of the proposed investment, assuming that no additional ordinary shares of the Company are issued prior to closing, it is expected that 47,347,074 ordinary shares of the Company will be issued and outstanding. Current shareholders of the Company will own approximately 68.3% of the common shares of the Company and current shareholders of Diitalk will hold approximately 31.7% of the common shares of the Company.

“The acquisition of Diitalk represents an important way forward for the Company. The Diitalk platform is a powerful communication tool on mobile devices. In addition, PPK is considering several complementary investments in order to generate increased value for the market capitalization of the company, ”said James Greig, CEO of the company.

The proposed investment is not a “related party transaction” as that term is defined by Multilateral Instrument 61-101 – Protection of holders of minority securities in special transactions. In addition, no new related person (as that term is defined by the Canadian Securities Exchange) is expected to be created as a result of the proposed investment. The proposed investment was negotiated at arm’s length. No intermediation commission is payable in connection with the proposed investment.

There will be no change in the management of the Company or its board of directors as a result of the proposed investment. Notwithstanding the foregoing, a current director of the Company (Anthony Zelen) is an officer, director and shareholder (less than 10%) of Diitalk, and will comply with all rules regarding conflicts relating to decisions to close the proposed transaction.

The closing of the proposed investment remains subject to several conditions precedent, including receipt of all required regulatory approvals and approval from Diitalk shareholders.

The Company is a listed investment issuer on the Canadian Securities Exchange and the management of the Company aims to continue to assess other investment opportunities that align with the Company’s investment policy of investing in companies that have the potential to be commercially viable and that have visibility towards high growth.

Additional information will be released by the Company as it occurs. There can be no assurance that the investments (including the particular acquisition contemplated in this document) will be made as proposed or at all, nor the timing of any investment.

Certain statements contained in this press release constitute “forward-looking information” as that term is defined in applicable Canadian securities legislation. The words “may”, “would”, “could”, “should”, “possible”, “will”, “seek”, “intend to”, “plan”, “anticipate” , “Believe”, “estimate”, “expect” and similar expressions with respect to the Company, including the completion of the acquisition, are intended to identify forward-looking information. All statements other than statements of historical fact may be forward-looking information. These statements reflect the Company’s current views and intentions with respect to future events and current information available to the Company, and are subject to certain risks, uncertainties and assumptions, including: the completion of the proposed Investment; Receipt of all necessary approvals for the Proposed Investment; all closing conditions being waived or satisfied in a timely manner; no new related person is created as a result of the proposed investment; the Company reviewing several complementary investments in order to generate increased value for the Company’s market capitalization; and the objective of the Company’s management to continue to assess other investment opportunities which align with the Company’s investment policy. Many factors could cause actual results, performance or achievements that may be expressed or implied by such forward-looking information to differ from those described in this document if one or more of these risks or uncertainties materialize. Examples of these risk factors include, but are not limited to: the Company’s ability to obtain required approvals; obtain the approval of the shareholders of Diitalk; credit; market (including stocks, commodities, currencies and interest rates); liquidity; operational (including technology and infrastructure); Reputation; Insurance; strategic; regulatory; legal; environmental; capital adequacy; general commercial and economic conditions in the regions in which the Company’s issuing entities operate; the company’s ability to execute key priorities, including successful investments and strategic plans and to attract, develop and retain key executives; difficulty in integrating newly acquired companies; The ability to implement business strategies and seize business opportunities; disruption or attacks (including cyber attacks) against information technology, the Internet, network access or other voice or data communication systems or services; the evolution of various types of fraud or other criminal behavior to which the Company is exposed; non-compliance by third parties with their obligations towards the Company or its subsidiaries; the impact of new laws and regulations in force, modifications or application thereof; the granting of permits and licenses in highly regulated enterprises of the investee; the generally difficult litigation environment, including in the United States; increased competition; changes in exchange rates; increased funding costs and market volatility due to market illiquidity and competition for funding; critical accounting estimates and changes in accounting standards, policies, and methods used by the Company; the occurrence of natural and unnatural catastrophic events and claims resulting from such events; and the risks associated with COVID-19, including various recommendations, orders and measures by government authorities in an attempt to limit the pandemic, including travel restrictions, border closures, non-essential business closures, quarantines, self-isolation, shelter in place and social distancing, disruption of markets, economic activity, financing, supply chains and sales channels, and deterioration in general economic conditions, including a possible national or global recession; as well as the risk factors discussed or mentioned in the Company’s information documents filed with the securities regulators of certain provinces of Canada and available at www.sedar.com. If any factor unexpectedly affects the Company, or if the assumptions underlying the forward-looking information prove to be incorrect, actual results or events may differ materially from expected results or events. Any such forward-looking information is expressly qualified in its entirety by this cautionary statement. In addition, the Company assumes no responsibility for the accuracy or completeness of this forward-looking information. The forward-looking information included in this press release is made as of the date of this press release and the Company does not undertake any obligation to publicly update or revise any forward-looking information, other than that required by the applicable law.

The securities mentioned in this press release have not been and will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or at, or on behalf of or for the benefit of United States persons without United States registration or an applicable exemption from United States registration requirements. This press release does not constitute an offer to sell securities for sale, nor a solicitation of offers to purchase 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 the Canadian Securities Exchange nor its market regulator (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this press release.