Prospect Park Capital Announces Convertible Debenture Investment in Diitalk Communications

VANCOUVER, British Columbia, April 12, 2021 (GLOBE NEWSWIRE) — Prospect Park Capital ‎Corp. (the “Company”) ‎‎(TSXV:PPK), a public investment issuer, is pleased to announce it has entered into a $150,000 principal amount convertible debenture with Diitalk Communications Inc‎. (“Diitalk”) pursuant to which the Company has agreed to lend Diitalk $150,000 for 24 months at a rate of 10.0% per annum payable semi-annually (the “Proposed Debt Investment”). At the option of the Company the principal amount and accrued and unpaid interest under the debenture is convertible into common shares of Diitalk at $0.02 per share. Diitalk currently has 75,321,388.33 common shares issued and outstanding.

None of the Non-Arm’s Length Parties (as such term is defined by the TSX Venture Exchange (the “Exchange”)) of the Company have any interest in Diitalk and the Proposed Debt Investment is not a “related party transaction” as such term is defined by Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions and is not subject to Policy 5.9 of the Exchange.

In addition, as a result of the Exchange taking the position that the acquisition of Diitalk by the Company announced on March 2, 2021 (the “Proposed Equity Investment”) would be treated by the Exchange as a Change of Business (as such term is defined by the Exchange), the parties have mutually agreed to terminate the Proposed Equity Investment. The parties are trying to restructure the Proposed Equity Investment so as not to be deemed to be a Change of Business by the Exchange and will update the market when and if this is achieved.

Trading in the common shares of the Company on the Exchange will re-commence on April 15, 2021.

Additional information will be released by the Company as it occurs. There can be no assurance that any ‎investments (including the Proposed Equity Investment) will be completed as proposed or at all or the ‎timing of any investments.‎

Certain statements contained in this press release constitute “forward-looking information” as such term is ‎‎‎‎defined in applicable Canadian securities legislation. The words “may”, “would”, “could”, “should”, “potential”, ‎‎‎‎‎”will”, “seek”, “intend”, “plan”, “anticipate”, “believe”, “estimate”, “expect” and similar expressions as they relate ‎‎‎‎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. Such ‎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: ‎receipt of all necessary approvals for the ‎acquisition; and all closing conditions being ‎waived or satisfied in a timely ‎manner. Many factors ‎could ‎cause the actual results, performance or achievements that may be expressed or ‎‎implied by such forward-‎looking ‎information to vary from those described herein should one or more of these risks ‎‎or uncertainties ‎materialize. ‎Examples of such risk factors include, without limitation: credit; market (including ‎‎equity, commodity, ‎foreign ‎exchange and interest rate); liquidity; operational (including technology and ‎‎infrastructure); ‎reputational; ‎insurance; strategic; regulatory; legal; environmental; capital adequacy; the ‎‎general business and ‎economic ‎conditions in the regions in which the Company’s investee’s operate; the ability of the ‎‎Company to execute on key ‎priorities, ‎including the successful completion of investments and ‎‎strategic plans and to ‎attract, develop ‎and retain key executives; difficulty integrating newly acquired businesses; ‎‎the ability to ‎implement business ‎strategies and pursue business opportunities; ‎‎disruptions in or ‎attacks (including ‎cyber-attacks) on the Company’s information technology, internet, network ‎‎access or other ‎voice or data ‎communications systems or services; the evolution of various types of fraud or other ‎‎criminal ‎behavior to which ‎the Company is exposed; the failure of third parties to comply with their obligations to ‎‎the ‎Company or its ‎affiliates; 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 investee’s; the overall difficult ‎‎‎‎litigation environment, including in the U.S.; increased competition; changes in foreign currency rates; increased ‎‎‎‎funding costs and market volatility due to market illiquidity and competition for funding; critical accounting estimates and changes to accounting standards, policies, ‎‎‎‎and methods used by the Company; the occurrence of natural and unnatural catastrophic events ‎and claims ‎‎‎‎resulting from such events; and risks related to COVID-19 including various recommendations, orders ‎and ‎‎‎measures of governmental ‎authorities ‎to try to limit the pandemic, including travel restrictions, border closures, ‎‎‎‎non-essential business ‎closures, ‎quarantines, self-isolations, shelters-in-place and social distancing, disruptions ‎‎‎to ‎markets, economic ‎activity, ‎financing, supply chains and sales channels, and a deterioration of general ‎‎‎economic ‎conditions ‎including a ‎possible national or global recession‎; as well as those risk factors discussed or ‎‎‎referred to in ‎the Company’s disclosure ‎documents filed with the securities regulatory authorities in certain ‎‎‎provinces of Canada ‎and available at ‎www.sedar.com. Should any factor affect the Company in an unexpected ‎‎‎manner, or should ‎assumptions ‎underlying the forward-looking information prove incorrect, the actual results or ‎‎‎events may differ ‎materially ‎from the results or events predicted. Any such forward-looking information is ‎‎‎expressly qualified in its ‎entirety by ‎this cautionary statement. Moreover, the Company does not assume ‎‎‎responsibility for the accuracy or ‎‎completeness of such 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 undertakes ‎‎‎no obligation to publicly update or revise ‎any ‎forward-looking information, other than as required by applicable ‎‎‎law.‎

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.