SOK Partners LLC

September 09, 2014 11:52 ET

SOK Partners LLC Entered Into a Share Purchase Agreement With Prospect Park Capital Corp.

TORONTO, ONTARIO--(Marketwired - Sept. 9, 2014) - SOK Partners LLC ("SOK") announced that it has entered into a share purchase agreement (the "Agreement") with Prospect Park Capital Corp. (TSX VENTURE:PPK.P) (the "Corporation"). Pursuant to the Agreement, the Corporation has agreed to acquire (such acquisition, the "Skyline Investment") $1,700,000 of common shares of Skyline Medical Inc. from SOK for the purchase price of $1,000,000. The purchase price of $1,000,000 shall be payable as follows: (i) $400,000 payable at the closing of the Skyline Investment (the "Closing"); (ii) $300,000 payable at the Closing by the issuance of 1,304,347 common shares of the Corporation ("Shares") at a deemed price of $0.23 per share; and (iii) $300,000 payable within six (6) months of the Closing by the issuance of 1,714,285 Shares at a deemed price of $0.175 per share (the "Subsequent Share Issuance").

SOK may be considered to be acting jointly or in concert with Dr. Samuel Herschkowitz, a director and officer of the Corporation. In addition, SOK may be considered to be acting jointly or in concert with Joshua Kornberg, a director of the Corporation. Dr. Herschkowitz and Mr. Kornberg are the co-managing members and each 50% owners of a private company that is the managing member and sole beneficial owner of SOK.

Dr. Herschkowitz currently holds, directly or indirectly, beneficial ownership of, or the power to exercise control or direction over, 860,749 Shares and stock options ("Options") exercisable for 368,595 Shares, representing (assuming the Options have been exercised) approximately 15.88% of the currently issued and outstanding Shares of 7,371,913.

Joshua Kornberg currently holds, directly or indirectly, beneficial ownership of, or the power to exercise control or direction over, 50,000 Shares, representing approximately 0.68% of the Corporation's currently issued and outstanding Shares.

Immediately following the Closing, SOK, together with Dr. Herschkowitz and Joshua Kornberg, will exercise control of direction over or beneficially own an aggregate of 2,215,096 Shares and 368,595 Options, representing (assuming the Options have been exercised and only 1,304,347 Shares are issued) approximately 28.57% of the Corporation's issued and outstanding Shares.

Immediately following the Subsequent Share Issuance, SOK, together with Dr. Herschkowitz and Joshua Kornberg, will exercise control of direction over or beneficially own an aggregate of 3,929,381 Shares and 368,595 Options, representing (assuming the Options have been exercised and only 1,714,285 Shares are issued) approximately 39.95% of the Corporation's issued and outstanding Shares.

No representation is made herein as to whether Dr. Herschkowitz and Mr. Kornberg are acting jointly or in concert.

This press release is being disseminated as required by National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues and Multilateral Instrument 62-104 - Take-Over Bids and Issuer Bids in connection with the filing of an early warning report (the "Early Warning Report") with the Ontario, British Columbia and Alberta Securities Commissions containing the information with respect to the foregoing matters. A copy of the Early Warning Report will be filed shortly under the Corporation's profile on SEDAR (www.sedar.com) and a copy thereof shall be promptly sent to anyone who requests it from the person noted below.

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