Mr. Gerry Feldman reports

THREED CAPITAL INC. ACQUIRES CONVERTIBLE DEBENTURES OF IMAGINATION PARK TECHNOLOGIES INC.

ThreeD Capital Inc. has acquired ownership of convertible debentures, convertible into four million units of Imagination Park Technologies Inc., on Feb. 26, 2020. Each subject unit consists of one common share of the company and one common share purchase warrant. The subject debentures represented approximately 6.4 per cent of all issued and outstanding common shares of the company as of Feb. 26, 2020, immediately following the transaction described herein, on a partially diluted basis assuming the conversion of the subject debentures and the exercise of the subject warrants only, resulting in a corresponding increase in the percentage of shares held by the acquirer as a result of the transaction.

Immediately before the transaction, the acquirer held an aggregate of 2,626,000 common shares of the company and convertible securities entitling the acquirer to acquire an additional 7.15 million common shares of the company representing approximately 2.3 per cent of the issued and outstanding common shares of the company (or approximately 7.9 per cent on a partially diluted basis, assuming exercise of the preconvertible securities only).

Immediately following the transaction, the acquirer held an aggregate of 2,626,000 common shares and convertible securities, including the subject debentures, entitling the acquirer to acquire an additional 15.15 million common shares of the company, representing approximately 2.3 per cent of the issued and outstanding common shares of the company (or approximately 13.5 per cent assuming exercise of such postconvertible securities only).

The subject debentures were acquired in a private placement and not through the facilities of any stock exchange. The holdings of securities of the company by ThreeD are managed for investment purposes and ThreeD could increase or decrease its investments in the company at any time, or continue to maintain its current investment position, depending on market conditions or any other relevant factor. The aggregate consideration payable for the subject debentures was $200,000.

The trade was effected in reliance upon the exemption contained in Section 2.3 of National Instrument 45-106 on the basis that ThreeD is an accredited investor.

About ThreeD Capital Inc.

ThreeD is a Canadian-based venture capital firm focused on opportunistic investments in companies in the junior resources, artificial intelligence and blockchain sectors.