Core Viewpoint - DeepMarkit Corp. has entered into a non-binding letter of intent to acquire all outstanding shares of Prospect Prediction Markets Inc., subject to conditions including approval from the TSX Venture Exchange [1][7]. Group 1: Transaction Overview - The transaction involves a share purchase or exchange, with each Prospect common share being exchanged for approximately 16.67 Common Shares of DeepMarkit, resulting in a total of about 10,000,000 Common Shares being issued [3]. - The total valuation for Prospect is approximately $600,000, with each Consideration Share priced at $0.06 [3]. - The transaction is expected to be classified as a "Fundamental Acquisition" under Exchange Policy 5.3 and will be subject to Exchange review [7]. Group 2: Business of Prospect - Prospect is a private company focused on developing fantasy sports software, utilizing a free-to-play prediction market platform and a proprietary ranking-style algorithm on the Avalanche blockchain [2]. Group 3: Post-Transaction Structure - Following the transaction, Prospect will have the right to nominate one director to DeepMarkit's board, and Trevor Broad, the CEO of Prospect, will become the Chief Technology Officer of DeepMarkit [4]. - After the transaction and a concurrent private placement, Prospect's shareholders will own approximately 17.18% of DeepMarkit [5]. Group 4: Private Placement Details - DeepMarkit plans to conduct a non-brokered private placement of up to 36,000,000 Common Shares at $0.06 per share, with no minimum offering size [8]. - The net proceeds from the private placement will be used for initial payments to Prospect Labs Inc., business development, and general corporate purposes [9].