Parent Capital enters deal to acquire Prism Diversified

Executive Summary

• Parent Capital Corp. entered a binding letter agreement to acquire all issued and outstanding shares of Prism Diversified Ltd., creating a reverse takeover (RTO).
• Consideration totals an aggregate deemed value of $10 million: $2 million in common shares (priced at the concurrent offering price) and $8 million in non‑voting preferred shares priced at $5 each, bearing a 5% annual dividend.
• Concurrent private placement targeted to raise $2–$3 million of gross proceeds through units consisting of common shares and warrants; a finder's fee up to 5% of the purchase consideration and a $200,000 loan to Prism are also disclosed.

Key Details

• Transaction Structure: Three‑cornered amalgamation/plan of arrangement pending shareholder and TSX Venture Exchange approvals.
• Consideration Allocation:
• $2 million in Parent common shares at the concurrent offering price.
• $8 million in Parent preferred shares at $5 per share; each preferred share is non‑voting with a 5% annual dividend based on the deemed price.
• Finder’s Fee: Up to 5% of the purchase consideration payable in resulting issuer shares to Penny Lane Investments Ltd.
• Loan to Prism: Up to US$200,000 secured by Prism assets; repayable upon termination of the transaction for any reason.
• Board Composition Post‑Closing: Five directors – two nominated by Parent (John Anderson, Julie Lemieux) and three by Prism (including John Merritt as CEO/President).
• Private Placement (Concurrent):
• Target gross proceeds: minimum US$2 million, maximum US$3 million.
• Units to be issued at a price per common share/unit to be announced later; each unit = one resulting issuer common share + either a half or full common‑share purchase warrant.
• Warrants grant the holder the right to acquire an additional common share on terms to be determined.
• Trading Halt: Parent’s common shares are halted pending provision of required documentation to the exchange; trading may resume after review or remain halted until transaction completion.
• Closing Conditions: Subject to regulatory, corporate and third‑party approvals (including exchange approval), execution of a definitive agreement, and successful completion of the private placement.
• Future Disclosures: Additional technical information on Prism’s 7,263‑hectare hard‑rock mineral licences in Northern Alberta and further details on board/management will be provided in subsequent releases and a technical report.

Notable Quotes

(No direct quotes were included in the release.)