Prospect Park Announces Private Placement Closing

Article content

VANCOUVER, British Columbia, June 17, 2025 (GLOBE NEWSWIRE) — Prospect Park Capital Corp. (the “Company”) is pleased to announce the closing of a non-brokered private placement (the “Offering”) of common shares (each, a “Common Share”) for gross proceeds of $165,000 through the issuance of 165,000,000 Common Shares at a price of $0.001 per share. The Company intends to use the net proceeds of the Offering for operational, general and administrative purposes. The Common Shares issued pursuant to the Offering are subject to a four-month hold in accordance with applicable Canadian securities law.

Article content

Article content

Three of the four directors of the Company participated in the Offering accordingly such transactions are each a “related ‎party transaction” as ‎defined under Multilateral Instrument 61-101 ‎‎(“MI 61-‎‎101”). The transactions were 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, and from the minority ‎shareholder approval requirements ‎of MI 61-101 pursuant to 5.7(1)(b) and/or 5.7(1)(e) of MI 61-101.‎

Article content

Article content

Article content

The Company’s board of directors now consists of four individuals, namely, James Greig, Toby Pierce, Alla Krutous and Ivan Riabov, and the Company’s audit committee now consists of James Greig, Toby Pierce, and Alla Krutous. Mr. Riabov is now the Chief Financial Officer. The board wishes to thank former director Anthony Zelen and former Chief Financial Officer Malcolm Davidson for their efforts over the last few challenging years and wishes them success in their future opportunities.

Article content

The Company also announces that effective June 3, 2025, it has, in accordance with regulatory requirements, appointed Horizon Assurance LLP as its auditor henceforth. The Company thanks DNTW Toronto LLP for their past professional service and support. In accordance with National Instrument 51-102, a notice of change of auditor, together with the required letters from the successor auditor and the former auditor have been filed on SEDAR+ (www.sedarplus.com).

Article content

Article content

In addition, the Company has called an annual general and special shareholders’ meeting (the “Meeting”) for July 21, 2025. At the Meeting, amongst other things, management of the Company will be seeking shareholder approval for a share consolidation; confirmation of an amended and restated By-Law No. 1; and approval of a new equity incentive plan. Additional information relating to the matters to be conducted at the Meeting will be included in the management information circular of the Company which will be available under the Company’s profile on SEDAR+ prior to the Meeting.

Article content

Article content

Article content

Article content

Article content

Article content

Article content

Article content