Prospect Park Announces Closing of Non-Brokered Private Placement
15 Juillet 2020 - 2:00PM
Prospect Park Capital Corp. (the “
Company”)
(TSXV:PPK), announces it has closed its previously announced
non-brokered private placement for gross proceeds of $312,413
through the issuance of 2,777,000 units (a “
Unit”
or “
Units”) of the Company at $0.1125 per Unit
(the “
Offering”). Each Unit consists of (i) one
(1) common share of the Company, and (ii) one (1) transferable
common share purchase warrant. Each warrant entitles the holder
thereof to acquire one additional common share of the Company at a
price of $0.23 per share until the date that is twenty-four (24)
months from closing. The net proceeds of the Offering will be used
by the Company for working capital. The Company had originally
announced that the Unit would consist of a half warrant exercisable
at $0.50, but with the approval of the TSX Venture Exchange the
attributes of the warrant was amended to assist in marketing the
Offering.
In connection with the private placement the
Company paid finder’s fees of an aggregate of $24,993 and issued
compensation options for 222,160 common shares at $0.1125 per share
for twenty-four (24) months from closing.
All securities issued pursuant to the financing
are subject to a four-month hold period.
Including the issuance of shares detailed in
this news release, there are now currently 4,740,824 common shares
of the Company issued and outstanding.
The Company is pleased to announce that Toby
Pierce and James Greig, directors of the Company, each subscribed
for 300,000 Units under the Offering, accordingly their
subscriptions are a “related party transaction” as defined under
Multilateral Instrument 61-101 (“MI 61-101”). The subscriptions are
exempt from the formal valuation approval requirements of MI 61-101
since none of the securities of the Company are listed on a
prescribed stock exchange. The subscriptions are exempt from the
minority shareholder approval requirements of MI 61-101 since, at
the time the transaction was 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.
For more
information please contact: |
James
Greig |
|
Chief Executive Officer |
|
Prospect Park Capital Corp. |
|
Tel: (778) 788-2745 |
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 Offering and the directors ability to identify a
new independent member for the board, 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. Material factors or assumptions were applied in
providing forward-looking information, including, receipt of
subscription agreements and completion of the conditions precedent
to closing, and receipt of Exchange approval of the transactions.
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 TSX Venture
Exchange final approval of the Offering; 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; general economic, market
and business conditions; 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 disclosure documents filed by the Company 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.
The securities referred to in this news release
have not been, nor will they be, registered under the United States
Securities Act of 1933, as amended, and may not be offered or sold
within the United States or to, or for the account or benefit of,
U.S. persons absent U.S. registration or an applicable exemption
from the U.S. registration requirements. This news release does
not constitute an offer for sale of securities, nor a solicitation
for offers to buy any securities. Any public offering of
securities in the United States must be made by means of a
prospectus containing detailed information about the company and
management, as well as financial statements.
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.
Prospect Park Capital (TSXV:PPK)
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