DeepMarkit signs LOI to acquire Prospect Prediction

Executive Summary

• DeepMarkit Corp. has entered into a non-binding Letter of Intent (LOI) to acquire all outstanding shares of Prospect Prediction Markets Inc. (Prospect), a private British Columbia company developing fantasy sports software and a prediction market platform on the Avalanche blockchain.
• The transaction involves a share exchange where each Prospect common share converts to approximately 16.67 DeepMarkit shares, resulting in an aggregate valuation of approximately $600,000 for Prospect (implied share price of $0.06).
• Concurrently, DeepMarkit is announcing a non-brokered private placement of up to 36 million common shares at $0.06 per share to fund the acquisition obligations, business development, and general corporate purposes.

Key Details

• Acquisition Structure: Non-binding LOI dated Sept. 15, 2025, to acquire 100% of Prospect Prediction Markets Inc.
• Valuation & Exchange Ratio:
  • Aggregate valuation of Prospect: ~$600,000.
  • Exchange ratio: 1 Prospect share for ~16.67 DeepMarkit shares.
  • Total consideration shares: ~10 million common shares of DeepMarkit.
  • Deemed price per share: $0.06.
• Post-Closing Obligations to Prospect Labs Inc. (PLI):
  • Cash obligation: $10,000 payable within 90 days of reorganization closing.
  • Contingent payment 1: $50,000 upon reaching 50,000 Monthly Active Users (MAUs).
  • Contingent payment 2: $250,000 upon reaching 250,000 MAUs.
  • Contingent payment 3: $500,000 upon reaching 500,000 MAUs.
• Management Changes:
  • Trevor Broad (current CEO of Prospect) to be appointed as Chief Technology Officer (CTO) of DeepMarkit.
  • Prospect shareholders retain the right to nominate one director to DeepMarkit’s board.
  • No other management or board changes anticipated.
• Concurrent Private Placement:
  • Type: Non-brokered private placement.
  • Size: Up to 36 million common shares.
  • Price: $0.06 per share.
  • Minimum Offering: None.
  • Use of Proceeds: Satisfy initial payment to PLI, development/expansion of Prospect’s business, and general corporate/administrative purposes.
  • Hold Period: 4 months and 1 day for all securities issued.
  • Finder’s Fees: Up to 7% in cash and 7% in compensation warrants may be paid to eligible finders.
• Share Count Impact:
  • Post-transaction share count (assuming full private placement): 58,353,068 common shares.
  • Prospect shareholders ownership: ~17.18%.
  • Trevor Broad ownership: ~2.86% (1,666,686 shares).
• Regulatory Status:
  • Transaction expected to constitute a "fundamental acquisition" under TSX Venture Exchange Policy 5.3.
  • Trading in DeepMarkit common shares is currently halted pending exchange review.
  • No control person is expected to be created; transaction is arm's-length.
• Business Description: Prospect develops fantasy sports software, including a free-to-play prediction market platform and a proprietary ranking-style algorithm operating on the Avalanche blockchain.

Notable Quotes

• No direct quotes from executives were included in the provided text.