Cloud3 Ventures Closes Disposition Transaction

• Cloud3 Ventures Inc. has officially closed a disposition transaction involving the sale of all or substantially all of its undertaking under the Canada Business Corporations Act.
• The transaction was approved by shareholders at a special meeting on April 16, 2026, and executed as a related party transaction in compliance with Multilateral Instrument 61-101.
• This follows an April 22, 2026 announcement where the company adopted a new investment policy to broaden scope beyond digital assets and disposed of its legacy portfolio to extinguish approximately $246,325.58 in debt.
• The closing confirms the removal of the previous asset base (digital treasury) and transitions the entity into an investment issuer shell structure.
• No specific financial proceeds from the sale were disclosed beyond the debt extinguishment figure.

• Expected Execution: The disposition was announced and approved in April 2026; therefore, the May 4th closing is not unexpected information but rather the confirmation of a previously priced-in event.
• Asset Removal: Selling "all or substantially all" undertaking fundamentally alters the company's business model from an active digital asset treasury to a shell investment issuer. This removes existing value drivers (the digital portfolio) without guaranteeing immediate replacement assets.
• Debt Relief vs. Equity Value: While extinguishing ~$246k in debt improves solvency, this amount is immaterial relative to the company's market cap and operational scale given its penny stock status ($0.03 price). The loss of the asset base outweighs the minor balance sheet cleanup for equity holders.
• Related Party Risk: The transaction involved insiders (debt owed to certain company insiders), raising potential conflict of interest concerns regarding valuation fairness during the disposition.
• Market Reaction: The stock has already declined significantly from a high of $0.27 in August 2025 to $0.03, indicating the market anticipated this negative restructuring trajectory long before the closing announcement.

• Company: Cloud3 Ventures Inc. operates as an investment issuer transitioning from a Digital Asset Treasury (DAT) model.
• Flagship Project: The legacy digital asset portfolio has been sold off. The company now functions primarily as a vehicle for future investments under a broadened policy, lacking a specific operational flagship project at this time.
• Governance: Management includes Executive Chairman David Nikzad and Orthogonal Thinker Inc. as an incubator/supporter. Governance was tightened to comply with MI 61-101 during the disposition.