File: '\\swfile\EmailIn\20250926 140338 Attachment News Release Announcing Closing of Private Placement.docx'

News Release Announcing Private Placement 1393-5264-2584 v.1.docx

News Release Announcing Private Placement 1393-5264-2584 v.1.docx

NEWS RELEASE

Parent Capital Closes Upsized Private Placement

Not for distribution to United States Newswire Services or for dissemination in the United States

September 26, 2025 - Vancouver, British Columbia - Parent Capital Corp. (the "Company") (TSX-V: PAR.H) is pleased to announce that the Company has closed its previously announced private placement offering by issuing 12,634,333 units (each, a "Unit") of the Company at a price of $0.06 per Unit for aggregate gross proceeds of $758,060 (the "Offering"). Each Unit consists of a common share of the Company and a warrant exercisable to acquire an additional common share of the Company at a price of $0.09 per common share for a period of two years. Net proceeds of the offering will be used for payment of accounts payable, settlement of debt, and general corporate purposes.

In connection with the Offering, the Company paid finder's fees of $5,501.40 and issued 50,000 finder's warrants exercisable to acquire one common share of the Company at a price of $0.09 per share for a period of two years. Closing of the offering is subject to final approval of the TSX Venture Exchange.

The securities issued pursuant to the offering will not be registered under the U.S. Securities Act of 1933, as amended, or any state securities laws, and may not be offered or sold in the United States absent registration or an exemption from the registration requirements. All securities issued pursuant to the offering will be subject to a four-month hold period under Canadian securities laws and the policies of the TSX Venture Exchange, as applicable.

One director of the Company participated in the offering for aggregate proceeds of $9,000 and is considered to be a "related party" of the Company. Each subscription by a "related party" of the Company is considered to be a "related party transaction" for purposes of Multilateral Instrument 61-101 ("MI 61-101"). The Company is relying on the exemptions from the formal valuation requirements contained in section 5.5(a) of MI 61-101 and the minority shareholder approval requirements contained in section 5.7(1)(a) of MI 61-101 as the fair market value of the related parties' participation is not more than 25% of the Company's market capitalization. The Company did not file a material change report in respect of the related party transactions at least 21 days before the closing of the offering, which the Company deems reasonable in the circumstances in order to complete the offering in an expeditious manner.

The Company also announces that it will settle outstanding indebtedness in the aggregate amount of $61,960.02 owed to certain creditors in exchange for the issuance of 1,032,667 common shares of the Company at a deemed price of $0.06 cents per share.

The Company intends to complete the debt settlement to preserve the Company's cash for working capital and improve its financial position by reducing its existing liabilities. The debt settlement is subject to customary closing conditions, including, but not limited to, finalizing all contractual documentation and receipt of all applicable regulatory and stock exchange approvals, as applicable, including compliance with the policies of the TSX Venture Exchange.

For more information, contact:

John Anderson

President and CEO, Parent Capital Corp.

Phone +1 604 218 7400

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Certain information contained herein constitutes "forward-looking information" under Canadian securities legislation. Forward-looking information includes, but is not limited to the intended use of funds and debt settlement. Generally, forward-looking information can be identified by the use of forward-looking terminology such as "will" or variations of such words and phrases or statements that certain actions, events or results "will" occur. Forward-looking statements are based on the opinions and estimates of management as of the date such statements are made and they are from those expressed or implied by such forward-looking statements or forward-looking information subject to known and unknown risks, uncertainties and other factors that may cause the actual results to be materially different, including receipt of all necessary regulatory approvals. Although management of the Company have attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, 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 and forward-looking information. The Company will not update any forward-looking statements or forward-looking information that are incorporated by reference herein, except as required by applicable securities laws.