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DeepMarkit Announces Offering Upsize, Transaction Update, and Engagement of Meadowbank Strategic Partners

V.MKT

(TheNewswire)

DeepMarkit Corp.

Calgary, Canada - TheNewswire – December 17, 2021 – DeepMarkit Corp., (“DeepMarkit” or the "Company") (TSXV:MKT) is pleased to announce that it has increased its over-subscribed non-brokered private placement offering (the "Private Placement"), previously announced on November 23, 2021, from a maximum of 4,000,000 units ("Units") to a maximum of 4,500,000 Units for total gross proceeds of up to $2,250,000. Each Unit is being offered at a price of $0.50 and comprises one common share in the capital of the company (each, a "Common Share") and one Common Share purchase warrant (each, a "Warrant"). Each Warrant will entitle the holder to purchase one additional Common Share of DeepMarkit at an exercise price of $1.25 for a period of three (3) years from the date of the issuance of the Units.

DeepMarkit may pay a finder's fee of up to 7% issued in cash or Common Shares, and 7% compensation warrants to eligible finders in connection with the issue and sale of any or all of the Units under the Private Placement. The net proceeds from the Private Placement will be used to fund continued business and corporate operations of DeepMarkit (for which it is estimated that approximately 40% of the net proceeds will be allocated), as well as the operations of First Carbon Corp. ("FCC"), assuming the Company completes the previously announced acquisition of all FCC common shares (the "Acquisition") (for which it is estimated that approximated 60% of the net proceeds will be allocated). Common Shares and Warrants issued pursuant to the Private Placement will be subject to a four month hold period required under applicable securities laws. Closing of each of the Private Placement and Acquisition are not conditional upon completion of the other.

The Company expects the Private Placement will close concurrently with the Acquisition, unless sooner permitted by the TSX Venture Exchange (the "Exchange"). The Private Placement remains subject to Exchange acceptance.

DeepMarkit and FCC have negotiated and settled the terms of the share purchase agreement pursuant to which the Acquisition will be completed (the "Definitive Agreement"). The Definitive Agreement will be dated effective once it has been executed by all FCC vendor shareholders, which is expected to be prior to December 31, 2021. The Acquisition remains subject to Exchange acceptance. Readers are referred to the news release of the Company dated November 23, 2021, for more information about the Acquisition. A more comprehensive news release will be issued by DeepMarkit disclosing details of the Acquisition, including information about the FCC director nominee, and other information relevant to the Acquisition. Trading in the Common Shares of DeepMarkit is currently halted. While there is no certainty that the Common Shares of the Company will resume trading until the Acquisition is completed and approved by the Exchange, the Exchange may allow trading to resume after it has reviewed initial filings by DeepMarkit with respect to the Acquisition.

The Company is also pleased to announce that it has entered into an agreement with Calgary-based Meadowbank Strategic Partners Inc. ("Meadowbank" or the “Consultancy”) to provide investor relations, capital markets and corporate development advisory services. The agreement between the Company and the Consultancy is for an initial term of 12 months, effective December 14, 2021, for a minimum cash fee of $7,500 per month plus GST. Neither Meadowbank, nor any of its directors and officers currently own any securities of the Company or any right to acquire securities of the Company. Meadowbank has not been granted an interest in or an option to acquire any securities of the Company, and the fees payable to the Consultancy will be paid from the Company’s working capital on hand. Meadowbank is an arm’s length party to the Company. The contract is subject to any necessary approval by the Exchange.

Overview of FCC

FCC is a software infrastructure company operating in the tokenization vertical of blockchain. FCC's primary asset, MintCarbon.io, is an SaaS, web-based platform which facilitates the minting of carbon credits into re-saleable tokens. MintCarbon.io is currently undergoing beta testing and FCC anticipates an official launch in Q1 2022.

About DeepMarkit

DeepMarkit is a technology company focused on creating new tools and technologies to aid businesses in sales development and increasing profitability.

DeepMarkit’s Common Shares are listed on the Exchange, symbol MKT.

For more information, please contact:

Interim CEO

Ranjeet Sundher

Tel: 403-537-0067

Email: corp@deepmarkit.com

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.

CAUTIONARY STATEMENT

Statements in this press release may contain forward-looking information. Any statements that are contained in this press release that are not statements of historical fact may be deemed to be forward-looking statements, including statements relating to the completion of the Acquisition and the expected timing of receipt of all shareholder and regulatory approvals, the Private Placement and the expected timing for closing of same, and the use of proceeds from the Private Placement. The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of DeepMarkit. Factors that could cause the actual results to differ materially from those in forward-looking statements include, but are not limited to, failure to obtain necessary FCC shareholder and regulatory approvals required for Acquisition, inability to complete the Private Placement, or failure to complete the Acquisition on the terms proposed, or at all. The reader is cautioned not to place undue reliance on any forward-looking information. Completion of the Acquisition is subject to a number of conditions, including but not limited to, execution of the Definitive Agreement and acceptance by the Exchange.

The forward-looking statements contained in this press release are made as of the date of this press release and DeepMarkit does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as required by securities law.

/NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWSWIRES/

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