DeepMarkit signs LOI to acquire Prospect Prediction

Mr. Steve Vanry reports DEEPMARKIT ANNOUNCES LOI TO ACQUIRE PROSPECT PREDICTION MARKETS AND CONCURRENT PRIVATE PLACEMENT DeepMarkit Corp. has entered into a non-binding letter of intent (LOI) dated Sept. 15, 2025, to acquire all of the outstanding shares of Prospect Prediction Markets Inc. from its shareholders. The transaction is subject to a number of conditions, including approval from the TSX Venture 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). 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 that 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, 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, resulting in the exchange of all issued and outstanding Prospect common shares for a total of approximately 10 million common shares. This implies an aggregate valuation for Prospect of approximately $600,000, with each consideration share having a deemed price of six cents. 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 postclosing 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; $500,000 payable to PLI upon Prospect achieving 500,000 MAUs. Upon completion of the transaction, Prospect shall have the right to nominate one 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 per cent. Mr. Broad will own, directly or indirectly, 1,666,686 common shares, representing approximately 2.86 pepr cent 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 Mr. 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 finders' 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 million common shares at a price of six cents per common share or such other number of common shares agreed to by the parties. 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 National Instrument 45-106. DeepMarkit may, subject to exchange approval, pay a finder's fee of up to 7 per cent in cash and 7 per cent 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 Corp. DeepMarkit 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 (non-fungible tokens) 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. We seek Safe Harbor.