BlockchainK2 Closes Debt Settlement

Rhea-AI Summary

BlockchainK2 (OTCQB: BIDCF) closed a previously announced debt settlement on November 26, 2025, settling $312,500 of outstanding indebtedness through the issuance of 4,464,286 common shares at $0.07 per share (the "Debt Settlement Shares").

The original settlement contemplated $340,000 for 4,857,142 shares. The Company issued 857,143 shares to related parties and relied on MI 61-101 exemptions for valuation and minority approval. Closing remains subject to TSX Venture Exchange approval. Forward-looking statements and regulatory risks were noted.

Positive

• Settled $312,500 of outstanding debt
• Issued 4,464,286 shares at $0.07 per share

Negative

• Issued 4,464,286 shares — near-term shareholder dilution
• Allocated 857,143 shares to related parties
• Closing subject to TSX Venture Exchange approval

Vancouver, British Columbia--(Newsfile Corp. - November 26, 2025) - BlockchainK2 Corp. (TSXV: BITK) (OTCQB: BIDCF) (FSE: KRL2) (the "Company") announces that the Company has closed its previously announced debt settlement (see September 15, 2025 press release) settling outstanding indebtedness totaling $312,500 through the issuance of 4,464,286 common shares at a price of $0.07 per share (the "Debt Settlement Shares"). The previously announced debt settlement contemplated the settlement of $340,000 of outstanding indebtedness through the issuance of 4,857,142 common shares.

A portion of the above-described transaction constitutes a "related party transaction" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transaction ("MI 61-101") as 857,143 Debt Settlement Shares are being issued to related parties of the Company. The Company is relying on exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, as the fair market value of the Debt Settlement Shares does not exceed 25% of the market capitalization of the Company, as determined in accordance with MI 61-101.

Closing of the debt settlement is subject to the approval of the TSX Venture Exchange.

BlockchainK2 Corp.
Sergei Stetsenko
CEO
Phone: +971502806737
Email: s.serge@gmail.com

Neither 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 release.

Forward-looking Information Cautionary Statement

Except for statements of historic fact, this news release contains certain "forward-looking information" within the meaning of applicable securities law. Forward-looking information is frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate" and other similar words, or statements that certain events or conditions "may" or "will" occur. Forward-looking statements are based on the opinions and estimates at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those anticipated in the forward-looking statements including, but not limited to delays or uncertainties with regulatory approvals, including that of the TSX-V. There are uncertainties inherent in forward-looking information, including factors beyond the Company's control. There are no assurances that the business plans for the Company as described in this news release will come into effect on the terms or time frame described herein. The Company undertakes no obligation to update forward-looking information if circumstances or management's estimates or opinions should change except as required by law. The reader is cautioned not to place undue reliance on forward-looking statements. Additional information identifying risks and uncertainties that could affect financial results is contained in the Company's filings with Canadian securities regulators, which are available at www.sedarplus.ca.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/276062

FAQ

What debt did BlockchainK2 (BIDCF) settle on November 26, 2025?

The company settled $312,500 of outstanding indebtedness through share issuance.

How many shares did BIDCF issue to settle debt and at what price?

BlockchainK2 issued 4,464,286 common shares at $0.07 per share.

How many related-party shares were issued by BIDCF in the debt settlement?

857,143 of the Debt Settlement Shares were issued to related parties.

Does the BIDCF debt settlement require regulatory approval?

Yes — closing of the debt settlement is subject to approval by the TSX Venture Exchange.

How did BlockchainK2 rely on MI 61-101 for the November 26, 2025 settlement?

The company relied on MI 61-101 exemptions because the Debt Settlement Shares' fair value did not exceed 25% of market capitalization.