DeepMarkit Announces Shareholder Meeting Update, Financial Year-End Change, and Option Amendments

DeepMarkit Corp. (TSXV: MKT) (OTC: MKTDF) (FRA: DEP) (CNW Group/DeepMarkit Corp.)

TSXV: MKT OTC: MKTDF FRA: DEP

CALGARY, AB, Sept. 2, 2022 /CNW/ – DeepMarkit Corp., (DeepMarkit or the Company(TSXV: MKT) (OTC: MKTDF) (FRA: DEP), a company focused on transitioning the global carbon offset market to the more accessible digital economy by minting carbon offsets onto the blockchain, announces that it will hold its upcoming annual general and special meeting (the “Meeting“) of shareholders of the Company (the “Shareholders“) at the offices of DS Lawyers Canada LLP, Suite 800, 333 – 7th Avenue SW, Calgary, Alberta T2P 2Z1, at 10:00 am on October 4, 2022.

At the Meeting, Shareholders will be asked to, among other things:

  1. Receive and consider the audited, consolidated financial statements of the Company for the fiscal year ended December 31, 2021;
  2. Elect Ranjeet Sundher, Steve Vanry, J. Garry Clark, Paul McKenzie and James Henning as directors of the Company for the ensuing year;
  3. Appoint the auditors of the Company for the ensuing year and authorize the audit committee of the board of directors of the Company to fix the auditors’ remuneration;
  4. Approve the stock option plan of the Company;
  5. Approve the equity incentive compensation plan of the Company (see the Company’s news release dated August 19, 2022);
  6. Approve Radiance Assets Berhad becoming a new “Control Person” (as such term is defined in the TSX Venture Exchange (the “Exchange“) Corporate Finance Manual) of the Company;
  7. Approve an ordinary resolution by the disinterested shareholders ratifying the grant of an aggregate of 15,800,000 restricted share units previously approved by the board of directors of the Company and issued on August 19, 2022 (see the Company’s news release dated August 19, 2022);
  8. Approve an ordinary resolution of disinterested shareholders amending certain previously granted options to insiders of the Corporation, subject to the policies of the Exchange; and
  9. Pass a special resolution authorizing the change of name of the Company to “First Carbon Inc.” or such other name as the board of directors of the Company, in their sole discretion and subject to applicable regulatory approval, determines to be appropriate.

The notice of meeting and management proxy and information circular with respect to the Meeting are expected to be mailed to all shareholders on September 13, 2022 and will also be available under the Company’s issuer profile on SEDAR at www.sedar.com.

Change in Financial Year-End

The Company also announces that it has today filed a Notice of Change in Year-End with the securities regulators in Alberta and British Columbia. As a result, the Company has changed its financial year-end to June 30 and it will file audited financial statements for the six-month transition year ended June 30, 2022 on or before October 28, 2022. Please see the Notice of Change in Year-End filed on SEDAR for more information.

Re-Pricing of Existing Options

The Company proposes to amend the terms of 14,980,000 stock option (“Options“) to acquire 14,980,000 common shares of Corporation (the “Common Shares“). The proposed amendment is to reduce the exercise price of the Options from $0.2125 to the greater of (i) $0.15 and (ii) the Market Price of the Common Shares, as defined in the policies of the Exchange, on the date of the Meeting, being October 4, 2022.

Pursuant to the policies of the Exchange, the Company is required to obtain disinterested approval to amend 3,400,000 of the Options held by insiders of the Company. The resolution to approve the amendment of these Options will be put before the shareholders of the Company for consideration at the meeting.

The Options were granted in March, 2022. Since that time the trading price of the Common Shares has been consistently below the exercise price of the Options. As a result, the Options have held little or no value or incentive for the holders of the Options, defeating the purpose of their issuance.

The Company initially issued 16,000,000 Options in March, 2022. Pursuant to an agreement entered into between the Company and a consultant of the Company, 1,020,000 Options were cancelled effective August 19, 2022.

ABOUT DEEPMARKIT

DeepMarkit Corp. is a company focused on democratizing access to the voluntary carbon offset market by minting offsets into NFTs. Its common shares are listed on the TSX Venture Exchange under the “MKT” stock symbol, on the OTC market in the United States under the “MKTDF” symbol and on the Frankfurt Stock Exchange under the “DEP” symbol. DeepMarkit Corp. is a software infrastructure company operating in the tokenization vertical of the blockchain. Its primary asset, MintCarbon.io, is a web-based platform that facilitates the minting of carbon offsets into NFTs (based on the ERC-1155 standard) or other secure tokens (based on the ERC-20 standard).

On behalf of:

DEEPMARKIT CORP.

“Ranjeet Sundher”

Ranjeet Sundher, CEO

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.

CAUTIONARY STATEMENT

Statements in this news release may contain forward-looking information. Any statements that are contained in this news release that are not statements of historical fact may be deemed to be forward-looking statements, including statements relating to obtaining shareholder approval on the matters to be brought before the Meeting, including disinterested shareholder approval and Exchange approval, as applicable, and the respective timing thereof. The reader is cautioned that assumptions used in the preparation of any forward- looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of DeepMarkit. Additional information regarding risks and uncertainties of the Company’s business are contained under the heading “Business Risks and Uncertainties” in the Company’s MD&A in respect of the period ended March 31, 2022 and the Company’s other public filings which are available under the Company’s profile on SEDAR at www.sedar.com. Various factors can cause the actual results to differ materially from those in forward-looking statements. The reader is cautioned not to place undue reliance on any forward-looking information.

The forward-looking statements contained in this news release are made as of the date of this news release and DeepMarkit does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as required by securities law.

SOURCE DeepMarkit Corp.

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