Kismet Announces Letter of Intent Signed with Diitalk

Kismet Resources Corp.

NEWS RELEASE TSXV: KSMT.P

KISMET ANNOUNCES LETTER OF INTENT SIGNED WITH DIITALK

Vancouver, British Columbia – Monday, June 10, 2019 - Kismet Resources Corp. (“Kismet” or the “Company”) is pleased to announce that it has entered into a Letter of Intent dated June 6, 2019 (the “LOI”) with Diitalk Communications Inc. (“Diitalk”), a private corporation existing under the laws of British Columbia, with its head office in Vancouver, BC, pursuant to which Kismet is proposing to complete a business combination with Diitalk by way of share exchange, merger, amalgamation, arrangement or similar form of transaction (the “Proposed Transaction”), whereby the security holders of Diitalk will become security holders of the combined entity (the “Resulting Issuer”). Upon completion of the Proposed Transaction the Resulting Issuer will continue to carry on the business of Diitalk as currently constituted, under the new name “Diitalk” or such other name as may be approved by the board of directors of the Resulting Issuer and the TSX Venture Exchange (the “Exchange” or “TSX- V”). The Proposed Transaction is an arm’s length transaction and will constitute a Qualifying Transaction for Kismet by Diitalk, pursuant to Exchange policies. In connection with the Proposed Transaction, the Resulting Issuer will apply to list its common shares on the Exchange. Upon completion of the Proposed Transaction, the Company expects that the Resulting Issuer will be listed as a Technology Issuer on the Exchange.

About Diitalk

Diitalk Communications Inc. is a software application developer releasing an application called “Diitalk” for smartphones and desktop browsers. Diitalk offers free local and international calls to mobile phones and landlines around the world. The Diitalk software facilitates VoIP phone calls, PSTN phone calls, and OTT text/media messaging. Diitalk is internally developing a variety of new features to enable more enjoyable communication via talk and text. One such feature is a wholly new take on ephemeral messaging.

Diitalk is structured and operates via a tokenized currency system whereby users can spend cryptocurrency called “Dii Coins” to take certain actions within the software. Users may purchase Dii Coins using real currency, or earn Dii Coins via a gamified incentives system that rewards and motivates customer usage.

Diitalk plans to introduce additional applications to the Dii Coin ecosystem. Customers will then be able to spend Dii Coins on a variety of digital services. A blockchain infrastructure will be developed as a compelling addition to the service. The Diitalk blockchain will be used to track users’ Dii Coin totals as they buy, spend, earn and transfer Dii Coins in multiple applications.

Transaction Summary

Pursuant to the LOI, the existing securityholders of Diitalk will receive common shares of the Resulting Issuer in exchange for their securities of Diitalk. The final form of the transaction will be set forth in a definitive agreement to be entered into among the parties that will replace the LOI (the “Definitive Agreement”).

An aggregate of 4,000,000 common shares of Kismet are currently issued and outstanding. It is expected that 68,483,385 shares of Kismet will be issued to the shareholders of Diitalk as consideration for 100% of the issued and outstanding common shares of Diitalk. Upon completion of the Proposed Transaction there will be 72,483,385 common shares issued and outstanding in the Resulting Issuer, (excluding securities issued pursuant to the Concurrent Private Placement described below), of which security holders of Diitalk will own 68,483,385 and security holders of Kismet will own 4,000,000 shares.

Completion of the Proposed Transaction is subject to a number of conditions, including, but not limited to, Exchange approval, and shareholder approval if required pursuant to Exchange, securities regulatory or corporate law requirements. In addition, completion of the Proposed Transaction is subject to certain standard closing conditions, including the completion of due diligence investigations to the satisfaction of each of Kismet and Diitalk, execution of a Definitive Agreement, and completion of the Concurrent Private Placement and there being no material adverse change in the business of Kismet or Diitalk prior to completion of the Proposed Transaction.

No advances have been made by Kismet nor are any planned before the completion of the transaction.

All amounts are in Canadian currency unless otherwise specified.

Concurrent Financing

Kismet has agreed to undertake a private placement offering (the “Concurrent Private Placement”) of units at a price of $0.15 per unit to raise minimum gross proceeds of $2,000,000 and maximum gross proceeds of up to $3,000,000. Each unit will be comprised of one share and one-half warrant, with, each full warrant exercisable at a price of $0.25 for a term of 18 months. Closing of the Proposed Transaction is subject to completion of the offerings under the minimum Concurrent Private Placement. The Company expects to pay or may pay the broker under the brokered portion of the Concurrent Private Placement and expects to pay finders under the non-brokered portion of the Private Placement a commission of 8% cash and up to 8% in brokers warrants.

Management

Identified management of the resulting issuer will be Anthony Zelen, President and Chief Executive Officer, and Robert Birmingham, Director.

Mr. Anthony Zelen has worked in roles ranging from investor relations, public relations, and strategic marketing for the technology, mining and oil and gas industries. Anthony also serves as a director of several publicly traded companies, and has a number of successful private business ventures under his belt. He is a co-founder and head of business development with Blockchain Intelligence Group (CSE:BIGG).

Mr. Robert Birmingham has over 10 years’ experience in the technology, resources and corporate sector. Mr. Birmingham is currently a director of Blockchain Intelligence Group (CSE: BIGG). He is the current President & Chief Executive Officer of New Destiny Mining Inc., a TSX-V-listed company involved in mining exploration. In addition, Mr. Birmingham has been a director of multiple public companies on the TSX-V and the Canadian Securities Exchange. Mr. Birmingham holds a Business Degree from Capilano University.

The parties also anticipate that in conjunction with and upon closing of the Proposed Transaction, the board of directors of the Resulting Issuer shall consist of five directors, four of which will be nominated by Diitalk, and one of which will be nominated by Kismet. All other current directors and officers of Kismet shall resign at or prior to the closing of the Proposed Transaction.

The Company does not believe there is a requirement to hold a special meeting of its shareholders for this arm’s-length Proposed Transaction, however it intends to hold a shareholder meeting if required under securities laws or corporate laws.

Trading of the common shares of the Company has been halted and will remain halted in accordance with Exchange policies until all required documentation with respect to the Proposed Transaction has been received and the Exchange and securities regulatory authorities are otherwise satisfied that the halt should be lifted.

A press release setting out further particulars relating to the Proposed Transaction will follow in accordance with the policies of the Exchange, which will include a summary of the Definitive Agreement and transaction consideration, summary financial information of Diitalk, biographical information on the proposed directors and officers of the Resulting Issuer, and other relevant information regarding the Proposed Transaction and related financings.

Sponsorship of a Qualifying Transaction is required by the Exchange unless a waiver from the sponsorship requirement is available. Kismet intends to apply for a waiver from sponsorship for this Transaction. There is no assurance that a waiver from this requirement will be obtained. If the waiver is not granted by the Exchange, then the Company would be required to engage a sponsor.

ON BEHALF OF THE BOARD of DIRECTORS

KISMET RESOURCES CORP.

“Evandra Nakano”

Evandra Nakano CEO & Director

ON BEHALF OF

Diitalk Communication Inc.

“Anthony Zelen”

Anthony Zelen CEO

For further information please contact:

[email protected] +1 (604) 220-4691

Cautionary Statement

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 press release.

Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Kismet should be considered highly speculative.

The TSX Venture Exchange Inc. and TSXV has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

Forward-Looking Information

This press release contains forward-looking statements and information that are based on the beliefs of management and reflect the Company’s current expectations. When used in this press release, the words "estimate", "project", "belief", "anticipate", "intend", "expect", "plan", "predict", "may" or "should" and the negative of these words or such variations thereon or comparable terminology are intended to identify forward-looking statements and information. The forward-looking statements and information in this press release include information relating to the business plans of the Company, Diitalk and the Resulting Issuer, the Concurrent Private Placement, the Proposed Transaction (including Exchange approval and the closing of the Proposed Transaction) and the board of directors and management of the Resulting Issuer upon completion of the Proposed Transaction. Such statements and information reflect the current view of the Company. Risks and uncertainties that may cause actual results to differ materially from those contemplated in those forward-looking statements and information.

By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the following risks: there is no assurance that the Concurrent Private Placement will be completed or as to the actual offering price or gross proceeds to be raised in connection with the Concurrent Private Placement. In particular, the amount raised may be significantly less than the amounts anticipated as a result of, among other things, market conditions and investor behaviour; there is no assurance that the Company and Diitalk will obtain all requisite approvals for the Proposed Transaction, including the approval of the Company shareholders (if required) and Diitalk Shareholders, or the approval of the Exchange for the Proposed Transaction (which may be conditional upon amendments to the terms of the Proposed Transaction); following completion of the Proposed Transaction, the Resulting Issuer may require additional financing from time to time in order to continue its operations. Financing may not be available when needed or on terms and conditions acceptable to the Resulting Issuer; new laws or regulations could adversely affect the Resulting Issuer's business and results of operations; and the stock markets have experienced volatility that often has been unrelated to the performance of companies. These fluctuations may adversely affect the price of the Resulting Issuer's securities, regardless of its operating performance.

The Company cautions that the foregoing list of material factors is not exhaustive. When relying on the Company's forward-looking statements and information to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. The Company has assumed that the material factors referred to in the previous paragraph will not cause such forwardlooking statements and information to differ materially from actual results or events. However, the list of these factors is not exhaustive and is subject to change and there can be no assurance that such assumptions will reflect the actual outcome of such items or factors.