Prospect Park Capital Announces Proposed New Investment

Prospect Park Capital ‎ Corp. (the “

Company

”) ‎‎(TSXV:PPK), a public investment issuer, is pleased to announce it has entered into a definitive agreement dated March 1, 2021 (the “

Agreement

”) with DiiTalk Communications Inc‎. (“

DiiTalk

”) 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 (the “

Proposed

Investment

”).

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. Additional information regarding DiiTalk can be found at https://www.diitalk.com/.

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 at www.sedar.com.‎

For more information please contact:

James GreigChief Executive OfficerProspect Park Capital Corp.Tel: [phone]

Certain statements contained in this press 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, the completion of the acquisition, 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: ‎receipt of all necessary approvals for the ‎acquisition; and all closing conditions being ‎waived or satisfied in a timely ‎manner. 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. ‎Examples of such risk factors include, without limitation: credit; market (including ‎‎equity, commodity, ‎foreign ‎exchange and interest rate); liquidity; operational (including technology and ‎‎infrastructure); ‎reputational; ‎insurance; strategic; regulatory; legal; environmental; capital adequacy; the ‎‎general business and ‎economic ‎conditions in the regions in which the Company’s investee’s operate; the ability of the ‎‎Company to execute on key ‎priorities, ‎including the successful completion of investments and ‎‎strategic plans and to ‎attract, develop ‎and retain key executives; difficulty integrating newly acquired businesses; ‎‎the ability to ‎implement business ‎strategies and pursue business opportunities; ‎‎disruptions in or ‎attacks (including ‎cyber-attacks) on the Company's information technology, internet, network ‎‎access or other ‎voice or data ‎communications systems or services; the evolution of various types of fraud or other ‎‎criminal ‎behavior to which ‎the Company is exposed; the failure of third parties to comply with their obligations to ‎‎the ‎Company or its ‎affiliates; the impact of new and changes to, or application of, current laws and regulations; granting of permits and licenses in a highly regulated businesses of investee’s; the overall difficult ‎‎‎‎litigation environment, including in the U.S.; increased competition; changes in foreign currency rates; increased ‎‎‎‎funding costs and market volatility due to market illiquidity and competition for funding; critical accounting estimates and changes to accounting standards, policies, ‎‎‎‎and methods used by the Company; the occurrence of natural and unnatural catastrophic events ‎and claims ‎‎‎‎resulting from such events; 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 ‎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 press release ‎is ‎made as of the date of this press 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 for sale, 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 policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.