DPH Duncan Park Holdings Corp

FMI Capital Advisory Inc. (the "FMI"), Toronto, Ontario, announced today that it acquired 487,393 common shares ("Common Shares") of Duncan Park Holdings Corporation (the "Company") at a price of approximately $0.06 per share. Together with a joint actor (the "Joint Actor"), who acquired 97,478 Common Shares at a price of approximately $0.06 per share, the parties held an aggregate of 584,871 Common Shares. The Joint Actor is an officer and director of the Company, and may be considered to be acting jointly with the Company.  

FMI and the Joint Actor acquired the Common Shares on a private placement basis pursuant to certain share purchase agreements entered into separately with certain vendors (the "Vendors") of the Common Shares. The Common Shares purchased by FMI and the Joint Actor represented certain Common Shares of the Issuer (the "Debt Settlement Shares") that had been issued, on May 14, 2019, to the Vendors as settlement of certain debt owed to the Vendors by the Issuer.

The Acquiror acquired the 487,393 Common Shares pursuant to its share purchase agreements with the Vendors at a price of approximately $29,243.55, being approximately $0.06 per share. The Joint Actor acquired 97,478 Common Shares pursuant to its share purchase agreements with the Vendors at a price of approximately $5,848.71, being approximately $0.06 per share.

Prior to the filing of the early warning report, FMI held no Common Shares and the Joint Actor held no Common Shares. Prior to the filing of the early warning report, the Joint Actor held debentures ("Debentures") convertible into 125,000 Common Shares at the election of the Joint Actor at a price of $0.40 per share.

Immediately following the acquisition of Common Shares, FMI held 487,393 Common Shares being approximately 10.56% of the issued and outstanding Common Shares. Immediately following the acquisition of Common Shares, the Joint Actor held 97,478 Common Shares, being approximately 2.11% of the issued and outstanding Common Shares. FMI together with the Joint Actor held 584,871 Common Shares, being approximately 12.68% of the issued and outstanding Common Shares.

In the event that Joint Actor converts the Debentures, he would hold an aggregate of 222,478 Common Shares, representing approximately 4.69% of the issued and outstanding Common Shares (on a partially diluted basis). In the event that the Joint Actor converts the Debentures, FMI, together with the Joint Actor, would hold 709,871 Common Shares, being approximately 15.26% of the issued and outstanding Common Shares.   

The Common Shares of the Issuer were acquired by the Acquiror and Joint Actor for investment purposes and in order to assist the Vendors to monetize certain debt owed to them by the Issuer, which debt was settled between the Vendors and the Issuer through the issuance of Common Shares to the Vendors. Subject to applicable securities laws, the Acquiror and the Joint Actor may, from time to time, increase or decrease their beneficial ownership, control or direction over securities of the Issuer, through market transactions, private agreements or otherwise.

For further information or a copy of the early warning report related to this matter, please contact:

Adam SzwerasTelephone: 416-777-7300E-mail: aszweras@foundationmarkets.com