Prospect Park Announces Proposed Non-Brokered Private Placement and Debt Conversions

VANCOUVER, British Columbia, Dec. 14, 2020 (GLOBE NEWSWIRE) — Prospect Park Capital ‎ Corp. (the “Company”) ‎‎(TSXV:PPK), announces a proposed non-brokered private ‎placement for gross proceeds of up to $1,000,000 through the issuance ‎of up to 5,555,555 common shares of the ‎Company at $0.18 per share (the “Offering”). The net proceeds of the Offering will be used by the Company for working capital.‎
In connection with the issue and sale of the shares pursuant to the Offering, the Company will pay registered dealers ‎and finders (i) a cash commission equal to 8% of the aggregate gross proceeds under the Offering, and (ii) non-‎transferable compensation options to purchase that number of common shares as is equal to 8% of the number of common shares sold under the Offering, at an exercise price of $0.18 per share exercisable for a period of twenty-four (24) ‎months from the closing.‎In addition, the Company intends to complete shares for debt transactions with seven lenders, pursuant to ‎which it will issue an ‎‎aggregate of 614,499 common shares in satisfaction of $110,610.52 (including accrued ‎interest) of indebtedness pursuant to promissory notes issued in January 2020.‎ The Company determined (with the creditors’ consent) to satisfy the foregoing indebtedness with common ‎shares in ‎order to ‎‎preserve the Company’s cash for future investments and working capital.‎All ‎securities issued pursuant to the above transactions are subject to approval of the TSX Venture Exchange (the ‎‎‎“Exchange”) and will be subject to a Canadian four-month hold period.‎Two of the lenders (Jim Greig and Toby Pierce, who each originally loaned $10,000 to the Company) in the shares for debt transactions are “related party’s” of the Company pursuant to Multilateral Instrument 61-101 ‎‎(“MI 61-101”) accordingly such transactions (61,473 shares issuable to each of Mr. Greig and Mr. Pierce) are each a “related party transaction” as ‎defined under MI 61-101. The transactions are exempt from the formal ‎valuation requirements of MI 61-101 since none ‎of the securities of the Company are listed on a stock ‎exchange specified in section 5.5(b) thereof. The proposed transactions are exempt ‎from the minority ‎shareholder approval requirements of MI 61-101 since, at the time the transactions were agreed to, ‎neither ‎the fair market value of the transaction nor the fair market value of the consideration for the transaction, ‎‎insofar as it involves interested parties, exceeded 25% of the Company’s market capitalization.‎Certain statements contained in this news 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 completion of the transactions, 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, without limitation: receipt of ‎director and Exchange approval for the transactions; and execution of definitive ‎agreements for the transactions and all closing conditions of the transaction being satisfied or waived‎. 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. These factors include, without limitation: receipt of Exchange ‎approval of the transactions; changes in law; the ability to implement business strategies and pursue business ‎opportunities; state of the capital markets; the availability of funds and resources to pursue operations; 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; and other general economic, market and business conditions and factors, including the 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 ‎news release is made as of the date of this news 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 the policies of the ‎TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.‎ 

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