Duncan Park Holdings Corporation Announces Closing of First Tranche of Non-Brokered Private Placement

Toronto, Ontario - (Newsfile Corp. –May 25, 2020) - Duncan Park Holdings Corporation (OTC Pink: DCNPF) (the “Company” or “Duncan Park”) announces it completed the first tranche of a non-brokered private placement on May 22, 2020 (the “Closing Date”) for gross proceeds of $1,637,000 through the issuance of 16,370,000 common shares (each, a “Common Share”) at a price of $0.10 per Common Share (the “Offering”).

The proceeds of the Offering will be used to develop the Company’s business and for general working capital purposes.

All securities issued in connection with the Offering are subject to a hold period of four months plus a day from the Closing Date and the resale rules of applicable securities legislation.

Eligible finders were paid 8% cash plus a number of broker warrants (“Broker Warrants”) equal to 8% of the number of Common Shares sold by the finder in the Offering. The Broker Warrants have an exercise price of $0.10 per Common Share and are exercisable for a period of 24 months from the Closing Date.

The Company has made an application to list its Common Shares on the Canadian Securities Exchange but at this time it is not possible to confirm if or when such listing will occur. The Company will provide further updates with respect to the potential listing as they become available.

Certain directors, officers and other insiders of the Company purchased or acquired direction and control over a total of 200,000 Common Shares under the Offering. The participation of those persons in the Offering constitutes a “related party transaction” within the meaning of Multilateral Instrument 61‑101 ‑Protection of Minority Security Holders in Special Transactions (“MI 61‑101”). The Company has relied on exemptions from the formal valuation and minority shareholder approval requirements of MI 61‑101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61‑101 in respect of related party participation in the Offering as neither the fair market value (as determined under MI 61-101) of the subject matter of, nor the fair market value of the consideration for, the transaction, insofar as it involved the related parties, exceeded 25% of the Company’s market capitalization (as determined under MI 61-101). Further details will be included in a material change report to be filed by the Company. The material change report was not filed more than 21 days prior to closing of the Offering. The shorter period was necessary to permit the Company to close the Offering in a timeframe consistent with usual market practice for a transaction of this nature.