DeepMarkit Announces LOI to Acquire Prospect Prediction Markets and Concurrent Private Placement
(TheNewswire)
Calgary, Canada – TheNewswire - September 16, 2025 – DeepMarkitCorp. (“DeepMarkit” or the“Company”) (TSXV: MKT) (OTC: MKTDF) (FSE: DEP) is pleased to announce that it has entered into a
non-binding letter of intent (“LOI” or the “Transaction”) dated September 15, 2025 to acquire all of
the outstanding shares of Prospect Prediction Markets Inc. (“Prospect”) from its shareholders.
The Transaction is subject to a number of conditions, including
approval from the TSX Venture Exchange (the “Exchange”).
Business of Prospect
Prospect is a private company
incorporated under the laws of British Columbia. Prior to entering the
Definitive Agreement (as defined below), Prospect will complete a
reorganization pursuant to which it will acquire certain assets of
Prospect Labs Inc. (“PLI”)
(the “Reorganization”).
Upon completion of the Reorganization, Prospect will be in the
business of developing fantasy sports software, anchored by a
free-to-play prediction market platform and a proprietary
ranking-style algorithm which operates on the Avalanche blockchain.
Transaction Terms
Pursuant to the
Transaction, Prospect and DeepMarkit will
complete a share purchase, share exchange, or alternate structure to
be determined under a definitive agreement (the “Definitive Agreement”), having regard to relevant tax, securities, and other
factors. Each issued and outstanding Prospect common share will be exchanged for approximately 16.67
Common Shares of DeepMarkit (the “Common Shares”), resulting in the exchange
of all issued and outstanding Prospect common
shares for a total of approximately 10,000,000 Common Shares (the
“Consideration
Shares”). This implies an aggregate valuation
for Prospect of approximately $600,000, with
each Consideration Share having a deemed price of $0.06 (the
“Prospect Acquisition Price”).
Consideration Shares
issuable to the shareholders of Prospect are
expected to be subject to a voluntary four-month hold period. Prior to
entering the Definitive Agreement, Prospect and
PLI will complete the Reorganization. In connection with the
Reorganization, Prospect will have the following
post-closing obligations to PLI:
Cash
Obligation: $10,000 payable within 90 days of
closing the Reorganization;Contingent
Payments:$50,000 payable to PLI upon
Prospect achieving 50,000 monthly active users
(“MAUs”);$250,000 payable to PLI upon
Prospect achieving 250,000 MAUs;
and$500,000 payable to PLI upon
Prospect achieving 500,000 MAUs.
Upon completion of the
Transaction, Prospect shall have the right to
nominate one (1) director to the board of directors of the Company and
the Company shall appoint Trevor Broad, the existing Chief Executive
Officer of Prospect, as the Chief Technology
Officer of DeepMarkit. No other changes to the board or management of
the Company are anticipated in connection with the Transaction.
Following completion of
the Transaction and Private Placement (as defined below), assuming
completion of the Private Placement in full, DeepMarkit will have
58,353,068 Common Shares issued and outstanding of which Prospect’s
shareholders will own in aggregate approximately 17.18%. Mr. Broad
will own, directly or indirectly, 1,666,686 Common Shares,
representing approximately 2.86% of the Common Shares issued and
outstanding following completion of the Transaction and Private
Placement.
A comprehensive news
release will be issued at a later date disclosing details of the
Transaction, including information about Trevor Broad and
Prospect’s director nominee, and other
relevant information.
The Transaction is
expected to constitute a “Fundamental Acquisition” pursuant to
Exchange Policy 5.3 Acquisitions and Dispositions of Non-Cash Assets and will be subject to Exchange review in accordance with
that policy. No “Control Person” is expected to be created as a
result of the Transaction or the Private Placement, and the
Transaction will be an “Arm’s Length Transaction” as such terms
are defined in Policy 1.1 of the Exchange. There are no finder’s
fees payable in connection with the Transaction.
Concurrent Private Placement
The Company also
announces its intention to complete a concurrent non-brokered private
placement of Common Shares, pursuant to which it will offer up to
36,000,000 Common Shares at a price of $0.06 per Common Share, or such
other number of Common Shares agreed to by the parties (the
“Private
Placement”). There is no minimum offering
size. Closing of the Private Placement is not a condition to
completing the Transaction, other than to the extent required under
Exchange Policy 5.3. It is not anticipated that any of Prospect’s
Associates or Affiliates (as each term is defined in Exchange
policies) will participate in the Private Placement.
The net proceeds of the
Private Placement will be used to satisfy the initial payment to PLI,
for development and expansion of Prospect’s
business, and for general corporate and administrative purposes. All
securities issued pursuant to the Private Placement will be subject to
a four-month-and-one-day hold period from the date of issue pursuant
to NI 45-106. DeepMarkit may, subject to Exchange approval, pay a
finder’s fee of up to 7% in cash and 7% in compensation warrants to
eligible finders in connection with the sale of any or all of the
Common Shares under the Private Placement.
Trading Halt
Trading in the Common
Shares of DeepMarkit is currently halted in accordance with Exchange
Policy 5.3.
About
DeepMarkit
DeepMarkit Corp. is a technology company with
subsidiaries active in blockchain, artificial intelligence, and
tokenization. Through First Carbon Corp., the Company operates
MintCarbon.io, a web-based platform that facilitates the minting of
carbon offsets into NFTs or other secure tokens. DeepMarkit’s common
shares are listed on the TSX Venture Exchange under the “MKT”
stock symbol, on the OTC market in the United States under the
“MKTDF” symbol and on the Frankfurt Stock Exchange under the
“DEP” symbol.
On behalf of:
DEEPMARKIT CORP.
"Steve Vanry"
Steve Vanry, Chief Executive Officer
For more information, please
contact:
Steve Vanry, Chief Executive Officer
Tel: 403-537-0067
Twitter: @DeepMarkit
Neither the TSX Venture Exchange norits Regulation Services Provider (as that term is defined in thepolicies of the TSX Venture Exchange) accept responsibility for theadequacy or accuracy of this news release.
The securities offered have not beenregistered under the U.S. Securities Act of 1933, as amended (the"U.S. Securities Act"), and may not be offered or sold inthe United States or to "U.S. Persons" (as such terms aredefined in Regulation S under the U.S. Securities Act) absentregistration under the U.S. Securities Act and all applicable U.S.state securities laws or in compliance with applicable exemptionstherefrom. This news release shall not constitute an offer to sell orthe solicitation of an offer to buy nor shall there be any sale of thesecurities in any State in which such offer, solicitation or salewould be unlawful.
Cautionary NoteRegarding Forward-Looking Statements
Statements in this press release maycontain forward-looking information. Any statements that are containedin this press release that are not statements of historical fact maybe deemed to be forward-looking statements, including statementsrelating to the completion of the Transaction and the PrivatePlacement (on the terms disclosed herein, or at all), completion ofthe Reorganization, the proposed use of proceeds from the PrivatePlacement, and the Company’s expectation that the Exchange willapply the rules of Exchange Policy 5.3 in reviewing the Transaction.The reader is cautioned that assumptions used in the preparation ofany forward-looking information may prove to be incorrect. Events orcircumstances may cause actual results to differ materially from thosepredicted, as a result of numerous known and unknown risks,uncertainties, and other factors, many of which are beyond the controlof DeepMarkit. Factors that could cause the actual results to differmaterially from those in forward-looking statements include, but arenot limited to, failure to obtain necessary Prospect shareholder approval for the transactionand regulatory approvals required for Transaction, inability tocomplete the Private Placement, or failure to complete the Transactionon the terms described herein, or at all. The reader is cautioned notto place undue reliance on any forward-looking information. Completionof the Transaction is subject to a number of conditions, including butnot limited to, execution of a binding Definitive Agreement andacceptance by the Exchange.
The reader is cautioned not to placeundue reliance on any forward-looking information. The forward-lookingstatements contained in this press release are made as of the date ofthis press release and DeepMarkit does not undertake any obligation toupdate publicly or to revise any of the included forward-lookingstatements, whether as a result of new information, future events orotherwise, except as required by securities law. In addition, forward-looking statements and forward-looking information contained hereinare subject to the risks generally applicable to DeepMarkit, includingthe business risks described in DeepMarkit’s annual managementdiscussion & analysis filings, available under DeepMarkit’sprofile at SEDAR+ (www.sedarplus.ca).
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