VANCOUVER: Prospect Park Capital has entered into a definitive agreement with DiiTalk Communications and it’s subsidiary PPK Acquisition Corp. to acquire all of the issued and outstanding securities of DiiTalk.
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.
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 Prospect Park Capital.
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.