BlockchainK2 Closes Debt Settlement

Rhea-AI Summary

BlockchainK2 (OTCQB: BIDCF) closed a debt settlement on October 10, 2025, settling $232,098.37 of indebtedness through the issuance of 4,219,970 common shares at $0.055 per share.

The originally contemplated settlement was $317,098.37 for 5,765,425 shares. 1,646,469 of the issued shares were to related parties, triggering MI 61-101 disclosure and an exemption for valuation and minority approval. The closing remains subject to TSX Venture Exchange approval. One related party, Sergei Stetsenko, increased holdings to 6,587,697 shares (≈19.1% non-diluted; ≈20.7% partially diluted).

Positive

• Debt settled totaling $232,098.37
• 4,219,970 common shares issued at $0.055
• Related-party allocation disclosed per MI 61-101

Negative

• Issuance increases share count by 4,219,970 shares
• Related party stake rose to ~19.1% non-diluted
• Closing is subject to TSX Venture Exchange approval

Vancouver, British Columbia--(Newsfile Corp. - October 10, 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 $232,098.37 through the issuance of 4,219,970 common shares at a price of $0.055 per share (the "Debt Settlement Shares"). The previously announced debt settlement contemplated the settlement of $317,098.37 of outstanding indebtedness through the issuance of 5,765,425 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 1,646,469 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.

Investment by Sergei Stetsenko

As described above, Stetsenko, of 400 - 837 West Hastings St., Vancouver, BC V6C 3N6, acquired 1,646,469 Shares for consideration of $90,555.77 pursuant to the debt settlement.

Immediately prior to the closing of the debt settlement, Stetsenko beneficially owned or controlled 4,941,228 Shares, 346,694 Share purchase warrants ("Warrants") and 384,806 stock options ("Options") of the Company, which represented approximately 16.3% of the issued and outstanding Shares on a non-diluted basis and, assuming the exercise of the 346,694 Warrants and 384,806 Options, approximately 16.1% of the issued and outstanding Shares on a partially diluted basis.

Immediately following the closing of the debt settlement, Stetsenko beneficially owns or controls 6,587,697 Shares, 346,694 Warrants and 384,806 Options, representing approximately 19.1% of the issued and outstanding Shares on a non-diluted basis and, assuming the exercise of the 346,694 Warrants and 384,806 Options, approximately 20.7% of the issued and outstanding Shares on a partially diluted basis. Due to a restriction on the exercise of the Warrants, Stetsenko is unable to exercise the Warrants if such exercise would increase Stetsenko's holdings over 19.9% without providing 61 days' notice to the Company.

The securities of the Company held by Stetsenko are held for investment purposes. Stetsenko has a long-term view of the investment and may acquire additional securities of the Company either on the open market, through private acquisitions or as compensation or sell the securities on the open market or through private dispositions in the future depending on market conditions, general economic and industry conditions, the Company's business and financial condition, reformulation of plans and/or other relevant factors.

A copy of Stetsenko's early warning report will appear on the Company's profile on SEDAR+ and may also be requested by mail at BlockchainK2 Corp., 400 - 837 West Hastings St., Vancouver, BC V6C 3N6, Attention: Sergei Stetsenko or phone at (604) 630-8746.

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/270023

FAQ

What debt amount did BlockchainK2 (BIDCF) settle on October 10, 2025?

BlockchainK2 settled $232,098.37 of outstanding indebtedness on October 10, 2025.

How many shares did BIDCF issue to complete the October 2025 debt settlement?

The company issued 4,219,970 common shares at $0.055 per share.

Did the October 2025 debt settlement involve related parties for BIDCF?

Yes. 1,646,469 of the debt settlement shares were issued to related parties and disclosed under MI 61-101.

How did the debt settlement affect Sergei Stetsenko's ownership in BIDCF?

After closing, Stetsenko beneficially owned 6,587,697 shares, about 19.1% non-diluted and ~20.7% partially diluted.

Is the BlockchainK2 debt settlement final or still subject to approval?

The closing is reported as completed but remains subject to TSX Venture Exchange approval.

What was the originally contemplated debt settlement for BIDCF announced previously?

The prior plan contemplated settling $317,098.37 through issuance of 5,765,425 common shares.