Prospect Park Announces Full Revocation of Cease Trade Order

/EIN News/ -- VANCOUVER, British Columbia, April 25, 2025 (GLOBE NEWSWIRE) -- Prospect Park Capital Corp. (the “Company”) is pleased to announce that the failure-to-file cease trade order (the “FFCTO”) issued by the Ontario Securities Commission (the “OSC”) has been revoked.

The FFCTO was issued by the OSC on February 3, 2023 as a result of the Company’s failure to file its ‎annual financial statements, related management discussion and analysis (“MD&A”) and certifications for the year ended September 30, 2022‎, as required by National Instrument 51-102 - Continuous Disclosure Obligations (“NI 51-102”) and National Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings. The Company applied to the OSC for full revocation of the FFCTO and the order granting the same was issued effective April 24, 2025.

The Company has filed the following continuous disclosure documents:

• Audited annual financial statements, accompanying MD&As and related certificates for the years ended September 30, 2022, 2023 and 2024;
• Unaudited interim financial statements, accompanying MD&As and related certificates for the interim periods ended December 31, 2022, March 31, 2023, June 30, 2023, December 31, 2023, March 31, 2024, June 30, 2024, and December 31, 2024;
• Executive compensation disclosure in accordance with Form 51-102F6 for the years ended September 30, 2022, 2023 and 2024;
• Audit committee disclosure in accordance with Form 52-110F2 for the years ended September 30, 2022, 2023 and 2024 ‎(this disclosure was included in the applicable annual MD&A); ‎and
• Corporate governance disclosure required by Form 58-101F2 for the years ended September 30, 2022, 2023 and 2024 ‎(this disclosure was included in the applicable annual MD&A).
  

As a result, the Company has now filed all continuous disclosure required by the OSC, and the Company has given the following undertakings to the OSC:

1. The Company will hold an annual general meeting of its shareholders on or before July 24, 2025 (the “Meeting”).
   
   
2. The Company will include a schedule of investment portfolio or similar disclosure in its annual and interim financial statements and certain financial and non-financial disclosure about private company investees within the Company’s portfolio that represent 10% or more of the Company’s assets, subject to certain exclusions, in its annual and interim MD&A.
   
   
3. While the Company is reasonably construed as an “income trust” or “issuer in this policy” pursuant to section 1.2 of National Policy 41-201 - Income Trusts and Other Indirect Offerings with respect to each non-reporting issuer entity in which the Company has an equity investment (each, an “Investee”) where (i) such Investee’s financial statements are not consolidated with those of the financial statements ‎of the Company, and (ii) either (A) the Company’s annual EBITDA received from such Investee during the ‎applicable fiscal year is more than 33.33% of the Company’s total annual consolidated EBITDA during ‎that fiscal year, or (B) the assets of such Investee as at the end of the applicable fiscal year represent ‎more than 33.33% of the Company’s total consolidated assets as at the end of such fiscal year, the Company will file on its SEDAR+ profile (i) annual audited financial statements and related management’s discussion and analysis in respect of the applicable Investee(s), and (ii) an annual certificate concurrently with providing the financial statements referenced in (i) above, that it has complied with the above undertakings.
   

The Company has also amended and restated By-Law No. 1, which the Company will seek shareholder confirmation at the Meeting, and the directors of the Company have amended its investment policy, a copy of which has been filed on SEDAR+ (www.sedarplus.com).

The Company is continuing its operations as an investment corporation with the objective of enhancing shareholder value, and further intends to continue building its portfolio of investments.

In addition, the Company will be applying to the Canadian Securities Exchange for a reinstatement of the listing of its common shares that were delisted on July 30, 2024, subject to satisfaction of all necessary listing requirements. While the Company intends to satisfy all of the applicable listing criteria, no assurance can be given that its application will be approved or the timing thereof.

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 timing and completion of a shareholders’ meeting; the Company being able to comply with undertakings; the Company continuing to build its portfolio of investments; and the timing and completion of a reinstatement of the listing of its common shares on the Canadian Securities Exchange.

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.