Prospect Park Capital Completes Acquisition of Diitalk

NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES AND DOES NOT CONSTITUTE AN OFFER OF THE SECURITIES DESCRIBED HEREIN.

VANCOUVER, British Columbia, Oct. 13, 2021 (GLOBE NEWSWIRE) — Prospect Park Capital ‎ Corp. (the “Company”) ‎‎(CSE:PPK), a public investment issuer, is pleased to announce that it has completed its acquisition of Diitalk Communications Inc. (“Diitalk”), a corporation existing under the laws of British ‎Columbia, in the business of operating a rewards-based communication platform and the provision of services ‎in connection therewith, including, without limitation, VOIP calling, SMS messaging, analytics ‎engine, mobile apps and add engines.

Further to the Company’s news release dated September 3, 2021 (the “Initial News Release”), the amalgamation was completed pursuant to an amalgamation agreement dated September 3, 2021 among the Company, Diitalk and PPK Acquisition Corp. (“Subco”), a wholly owned subsidiary of the Company, whereby Diitalk and Subco amalgamated to become a wholly owned subsidiary of the Company (the “Transaction”). In consideration for exchanging their common shares of Diitalk, the shareholders of Diitalk received an aggregate of 15,000,000 common shares of the Company. All convertible securities of Diitalk were terminated or expired prior to the closing of the Transaction. The securities of the Company were issued pursuant to the provisions of section 2.11(a) of National Instrument 45-106 – Prospectus Exemptions. For further information on the Transaction, please refer to the Initial News Release.

Upon completion of the Transaction, 47,347,074 common shares of the Company are issued and outstanding, with the current shareholders of the Company holding approximately 68.3% of the common shares of the Company and the former shareholders of Diitalk holding approximately 31.7% of the common shares of the Company.

“We are extremely excited to complete this transaction and are well positioned to bring to market the first robust voice and messaging application to help bridge the gap in coverage in countries where 2G and 3G networks are more prominent. Our full suite of unique and innovative services will provide communication in these countries and will encourage people to connect and come together. DiiTalk is available worldwide and is used everyday by people to connect with one another,” said James Greig, Chief Executive Officer of the Company.

The Transaction is not a “related party transaction” as such term is defined by Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions. In addition, no new Related Person (as such term is defined by the Canadian Securities Exchange) was created as a result of the Transaction. The Transaction was negotiated at arm’s length. No finder’s fee was payable in connection with the Transaction.

The Company is an investment issuer listed on the Canadian Securities Exchange and management of the Company aim to continue to evaluate other investment opportunities that align with the Company’s Investment Policy of investing in enterprises that have the potential to be commercially viable and have visibility toward high growth.

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

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 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 news release.