File: Attachment News Release Announcing LOI.pdf

NEWS RELEASE

Parent Capital Announces Agreement to Acquire Prism Diversified Ltd.

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

November 28, 2025 - Vancouver, British Columbia -- Parent Capital Corp. (the "Company" or "Parent") (TSX-V: PAR.H) is pleased to announce that it has entered into a binding letter agreement dated November 17, 2025 (the "Letter Agreement") with Prism Diversified Ltd. ("Prism") 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 (the "Transaction"). It is anticipated that the Transaction will constitute a "Reverse Takeover" or "RTO" of Parent pursuant to the policies of the TSX Venture Exchange (the "Exchange").

Prism is a private Alberta company holding a 100% interest in 7 hard rock mineral licenses comprising 7,263 hectares in the Clear Hills area of northern Alberta, referred to as the Rambling Creek-North Whitemud River iron deposit (the "Property"), subject to a 2% 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 ("Prism Shares") from the shareholders of Prism in exchange for common shares (the "Resulting Issuer Common Shares") and preferred shares (the "Resulting Issuer Preferred Shares", and collectively the "Resulting Issuer Shares") of the resulting combined company (the "Resulting Issuer") having an aggregate deemed value of $10 million (the "Purchase Consideration"). 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% 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% 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 comprised of 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 $2,000,000 and a maximum of $3,000,000 (the "Offering") through the issuance of Resulting Issuer Common Shares or units (each a "Unit") 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 whole warrant, a "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.

For more information, contact:

John Anderson President and CEO, Parent Capital Corp. Phone +1 604 218 7400

Completion of the Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable, disinterested shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Parent Capital Corp. should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this news release.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. Any securities referred to herein have not and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws of an exemption from such registration is available.

Certain information contained herein constitutes "forward-looking information" under Canadian securities legislation. Forward-looking information includes, but is not limited to the Closing of the Transaction and the closing of the Offering. 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.