Prospect Park Capital Announces Convertible Debenture Investment in Diitalk Communications
April 12 2021 - 10:47PM
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.
For more information please contact: |
James Greig |
|
Chief Executive Officer |
|
Prospect Park Capital
Corp. |
|
Tel: (778) 788-2745 |
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.
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