VANCOUVER, British Columbia, Aug. 08, 2025 (GLOBE NEWSWIRE) -- Prospect Park Capital Corp. (the "Company") is pleased to announce the following updates:
2025 Annual General and Special Meeting of Shareholders
On July 21, 2025, the Company held its annual general and special meeting of shareholders (the "Meeting") in Toronto, Ontario. The total number of shares represented in person or by proxy at the Meeting was 19,450,235, representing 23.5% of all shares eligible to vote at the Meeting.
Consolidation
On July 25, 2025, the consolidation of the Company's issued and outstanding common shares (the "Common Shares") on the basis of one (1) post-consolidation Common Share for every twenty (20) pre-consolidation Common Shares (the "Consolidation") was completed. Subsequent to the Consolidation the Company now has 12,389,873 issued and outstanding Common Shares. The post-consolidated Common Shares issued will be done via a push-out to shareholders holding uncertificated shares (that is shares held in book-entry form and not represented by a physical share certificate) and pre-consolidated Common Shares will become null and void. Shareholders holding physical shares are required to deposit a completed Letter of Transmittal and the physical share certificates for cancellation to receive post consolidated Common Shares.
Proposed Acquisition of Overriding Royalty Interest and Change of Business
The Company has determined that it is in the best interest so the Company to enter into an assignment and conveyance of overriding royalty interest (the "ORRI Assignment") with Wedgemount Texas Corp., as assignor, and change its business from an investment issuer to an oil and gas issuer.
Accordingly, on August 8, 2025, the Company entered into the ORRI Assignment, pursuant to which, in consideration for US$160,000, the Company will acquire an overriding royalty interest ("ORRI") equal to one percent (1.00%) of all oil, gas, casinghead gas, condensate, and other hydrocarbon substances produced, saved, and marketed from certain oil, gas, and mineral leases covering lands located in Runnels County, Texas. The ORRI Assignment is conditional on the Company receiving approval from its shareholders for an amendment to its amended and restated By-Law No. 1. to remove Article 9 which includes restrictions on the business and investments of the Company.
As such, the Company has called a special meeting of shareholders of the Company for September 26, 2025 to confirm an amendment to its amended and restated By-Law No. 1. to remove Article 9. In the event shareholders approve the amendment, which is required by special resolution, the Company's current Statement of Investment Policies and Procedures will be revoked.
Financing
On August 8, 2025, the Company completed a small financing of $50,000 secured convertible debentures (the "Debentures") of the Company. The Debentures mature on August 8, 2026, bear interest at a rate of 12.0% per annum payable on maturity and are secured by the ORRI. Subject to the Company completing a subsequent financing, at the option of the holders of the Debentures, principal and accrued and unpaid interest under the Debentures will be convertible into units at a price equal to 80% of the issuance price of the Common Shares at the most recently completed subsequent financing prior to the date of conversion. Each unit shall consist of one Common Share and one warrant with each such warrant entitling the holder thereof to acquire one Common Share at the issuance price of the Common Shares at the most recently completed subsequent financing prior to the date of conversion, until the date that is thirty-six (36) months from the date of conversion.
For more information please contact:
James Greig
Chief Executive Officer
Prospect Park Capital Corp.
Tel: (778) 788-2745
This news release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws. Forward-looking information relates to future events or future performance and reflect the expectations or beliefs of management of the Company regarding future events. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as "intends", "expects" or "anticipates", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would" or will "potentially" or "likely" occur. This information and these statements, referred to herein as "forward-looking statements", are not historical facts, are made as of the date of this news release and include without limitation, statements regarding discussions of future plans, estimates and forecasts and statements as to management's expectations and intentions with respect to, among other things: the ORRI Assignment becoming effective; and the timing and completion of a shareholders' meeting.
Such statements reflect the Company's current views and intentions with respect to future events, and current information available to the Company, and are subject to certain risks, uncertainties and assumptions, including, without limitation, the Company having necessary capital, and Investees complying with requests, contractual or otherwise, to provide certain information or documents to the Company.
These forward-looking statements involve numerous risks and uncertainties and actual results might differ materially from results suggested in any forward-looking statements. These risks and uncertainties include, among other things, risks related to the failure of the Company to receive the required corporate and regulatory approvals, access to capital, negotiation and completion of new acquisitions, as well as those risk factors discussed or referred to in the Company's disclosure documents filed with the securities regulatory authorities in certain provinces of Canada and available at www.sedarplus.com.
Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Readers are cautioned that reliance on such information may not be appropriate for other purposes. Any such forward-looking statements are expressly qualified in its entirety by this cautionary statement. The forward-looking statements included in this news release is made as of the date of this news release. The Company does not undertake to update any forward-looking statement referred to herein, except in accordance with applicable securities laws.
