Prospect Park to acquire B.C. communication company
2021-03-02 10:06 PT - News Release
Mr. James Greig reports
PROSPECT PARK CAPITAL ANNOUNCES PROPOSED NEW INVESTMENT
Prospect Park Capital Corp. has entered into a definitive agreement dated March 1, 2021, with DiiTalk Communications Inc. 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.
DiiTalk, a corporation existing under the laws of British Columbia, is 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.
Pursuant to the Agreement, DiiTalk and PPK Acquisition Corp. will amalgamate with the amalgamating corporation (to be named DiiTalk Communications Inc.) 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 - 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-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 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, 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 investments (including the particular acquisition contemplated herein) will be completed as proposed or at all or the timing of any investments.
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 "Investment Policy") to remove any focus on any specific industry. The Investment Policy provides broad investment guidelines for the management of the Company with respect to the assets of the Company. A copy of the new Investment Policy is available under the Company's profile on SEDAR.
We seek Safe Harbor.
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