Mr. John Anderson reports

PARENT CAPITAL ANNOUNCES AGREEMENT TO ACQUIRE PRISM DIVERSIFIED LTD.

Parent Capital Corp. has entered into a binding letter agreement dated Nov. 17, 2025, with Prism Diversified Ltd. pursuant to which the parties propose to complete a business combination whereby the company will acquire all of the issued and outstanding shares of Prism in exchange for common shares and preferred shares of parent. It is anticipated that the transaction will constitute a reverse takeover or RTO of parent pursuant to the policies of the TSX Venture Exchange.

Prism is a private Alberta company holding a 100-per-cent interest in seven hard rock mineral licences comprising 7,263 hectares in the Clear Hills area of Northern Alberta, referred to as the Rambling Creek-North Whitemud River iron deposit, subject to a 2-per-cent net smelter returns royalty. The company will issue a subsequent news release with additional technical and other information regarding the property.

Transaction terms

Pursuant to the letter agreement, the company will acquire all of the issued and outstanding common and preferred shares of Prism from the shareholders of Prism in exchange for common shares and preferred shares of the resulting combined company having an aggregate deemed value of $10-million. The purchase consideration will be allocated as follows: $2-million resulting issuer common shares at a deemed price per share equal to the concurrent offering price; and $8-million resulting issuer preferred shares at a deemed price of $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 per cent of the deemed price of the resulting issuer preferred share.

Any outstanding Prism options will be exchanged for equivalent options of Parent with appropriate adjustments.

The transaction is expected to be structured as a three-cornered amalgamation or plan of arrangement, and will be subject to the approval of the shareholders of each of Prism and Parent.

Parent will apply to list the resulting issuer common shares and the resulting issuer preferred shares on the exchange.

In connection with the closing of the transaction, Parent has agreed to pay a finder's fee to Penny Lane Investments Ltd., an arm's-length finder of up to 5 per cent of the value of the purchase consideration payable in resulting issuer shares.

In connection with the transaction, Parent will advance up to $200,000 as a loan to Prism subject to exchange acceptance of the loan. The loan will be secured by the assets of Prism and will be repayable following termination of the transaction for any reason.

The parties will work to enter into a definitive agreement in respect of the proposed transaction as soon as reasonably practicable, to replace the letter agreement. Closing of the transaction is subject to stock exchange and shareholder approvals being obtained. The terms of the proposed transaction were negotiated at arm's length between the company and Prism.

Proposed management team and board of directors

Upon completion of the transaction, the board of directors of the resulting issuer will be comprising two nominees of the company and three nominees of Prism. The nominees of the company 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.

Private placement

Concurrent with the closing of the transaction, Parent proposes to complete a best-efforts private placement for gross proceeds of a minimum of $2-million and a maximum of $3-million through the issuance of resulting issuer common shares or units at a price per resulting issuer common share or unit to be determined and announced in a subsequent news release. Each unit will consist of one resulting issuer common share and either a half or full common share purchase warrant. Each warrant will entitle the holder to acquire one additional resulting issuer common share on terms to be determined. The offering will be arranged by and through the directors and officers of Parent and Prism and may involve brokers or finders.

Trading halt

In accordance with exchange policies, the common shares of the company 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. The common shares of the company may resume trading following the exchange's review of the required documentation or may remain halted until completion of the transaction. There can be no assurance that trading in the common shares will resume prior to completion of the transaction.

Conditions to closing the transaction

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.

Further details about the transaction and the property will be provided in subsequent news releases as well as in a technical report to be filed in connection with the transaction.

We seek Safe Harbor.