BlockchainK2 Closes Debt Settlement

Executive Summary

• BlockchainK2 Corp. closed a debt settlement, extinguishing $232,098.37 of indebtedness by issuing 4,219,970 common shares at $0.055 per share.
• The transaction includes a related‑party component: 1,646,469 shares were issued to Sergei Stetsenko for $90,555.77.
• Post‑settlement, Stetsenko’s ownership increased to approximately 19.1% of the non‑diluted share base (≈20.7% on a partially diluted basis).

Key Details

• Debt Settlement Shares: 4,219,970 common shares issued at $0.055 per share, total consideration $232,098.37.
• Original Plan (Sept 15 2025): Intended to settle $317,098.37 via 5,765,425 shares; actual settlement was smaller.
• Related‑Party Transaction: 1,646,469 of the issued shares were allocated to related parties under MI 61‑101 exemptions.
• Investor – Sergei Stetsenko: Acquired 1,646,469 shares for $90,555.77 as part of the settlement.
• Pre‑Closing Holdings (Stetsenko): 4,941,228 shares, 346,694 warrants, 384,806 options → ~16.3% non‑diluted, ~16.1% partially diluted.
• Post‑Closing Holdings (Stetsenko): 6,587,697 shares, 346,694 warrants, 384,806 options → ~19.1% non‑diluted, ~20.7% partially diluted.
• Warrant Exercise Restriction: Stetsenko may not exercise warrants if resulting ownership exceeds 19.9% without providing 61 days’ notice to the Company.
• Regulatory Approval: Closing subject to TSX Venture Exchange approval.
• Use of Shares: Issued solely to settle outstanding debt; no cash proceeds beyond the consideration paid by Stetsenko.

Notable Quotes

(No direct quotes were provided in the release.)