Parent Capital Corp. (TSXV:PAR.H) entered into a binding letter agreement to acquire PRISM Diversified Ltd. for CAD 10 million on November 17, 2025. Pursuant to the Letter Agreement, the Parent will acquire all of the issued and outstanding common and preferred shares of Prism (?Prism Shares?) from the shareholders of Prism in exchange for common shares and preferred shares of the resulting combined company having an aggregate deemed value of CAD 10 million. The Purchase Consideration will be allocated as follows: CAD 2 million Resulting Issuer Common Shares at a deemed price per share equal to the concurrent offering price nd CAD 8 million Resulting Issuer Preferred Shares at a deemed price of CAD 5 per share. Each Resulting Issuer Preferred Share will be non-voting and will entitle the holder thereof to receive an annual dividend equal to 5% of the deemed price of the Resulting Issuer Preferred Share.


Upon completion of the Transaction, the board of directors will be comprised of two nominees of nominees of Parent and three nominees of Prism. The nominees of the Parent will be John Anderson and Julie Lemieux. The nominees of Prism are expected to include John Merritt, who will also serve as the Chief Executive Officer and President, with the remaining board and management nominees to be identified in a subsequent news release. In accordance with Exchange policies, the common shares of the Parent are currently halted from trading pending completion of the Transaction and will remain so until certain documentation required by the Exchange for the Transaction can be provided to the Exchange.

Completion of the Transaction is subject to a number of conditions, including, but not limited to, receipt of all required regulatory, corporate and third party approvals, including Exchange approval, the negotiation and execution of a definitive agreement, and completion of the Offering.