Sixty Six Capital Announces Proposed New Insider

Rhea-AI Summary

Sixty Six Capital (HYHDF) announced that K33 AB has agreed to acquire 107,447,331 common shares for CAD$4,738,296, representing about 46.26% of issued and outstanding common shares on an undiluted and partially diluted basis.

Closing is conditional on regulatory and other approvals and is expected on or before February 28, 2026. The company anticipates director resignations by David Rowe and Richard Croft upon closing.

Positive

• 46.26% ownership by K33 if transaction closes
• Definitive purchase price: CAD$4,738,296 for 107,447,331 shares
• Clear anticipated closing timeline: on or before Feb 28, 2026

Negative

• Potential governance change: two director resignations anticipated
• Closing subject to regulatory and other approvals, creating execution risk

Toronto, Ontario--(Newsfile Corp. - February 17, 2026) - Sixty Six Capital Inc. (CSE: SIX) ("Sixty Six" or the "Company") announces that K33 AB ("K33") has entered into a share purchase agreement with significant shareholders of the Company (the "Sellers"), pursuant to which K33 has agreed to acquire an aggregate of 107,447,331 common shares (each, a "Common Share") in the capital of the Company from the Sellers for a purchase price of CAD$4,738,296 (the "Transaction").

Upon closing of the Transaction, K33 will hold approximately 107,447,331 Common Shares, representing approximately 46.26% of the issued and outstanding Common Shares on an undiluted and partially diluted basis.

In connection with the closing of the Transaction, it is anticipated that David Rowe and Richard Croft will resign as directors of the Company.

The closing of the Transaction is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory and other approvals. It is anticipated that closing of the Transaction will occur on or before February 28, 2026.

About Sixty Six Capital

Sixty Six Capital is a BTC treasury and Crypto asset investment company.

For more information, please visit: https://sixtysixcapital.com.

For more information, please contact:

David Rowe
Chief Executive Officer
15 Percy Street
LondonW1T 1DS
United Kingdom
Tel: +44 207 1268354

Neither the CSE nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this release.

Forward-Looking Information

Certain information set forth in this news release may contain forward-looking statements that involve substantial known and unknown risks and uncertainties. All statements other than statements of historical fact are forward-looking statements, including, without limitation, statements regarding future financial position, business strategy, use of proceeds, corporate vision, proposed acquisitions, partnerships, joint-ventures and strategic alliances and co-operations, budgets, cost and plans and objectives of or involving the Company. Such forward-looking information reflects management's current beliefs and is based on information currently available to management. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "forecasts", "predicts", "intends", "targets", "aims", "anticipates" or "believes" or variations (including negative variations) of such words and phrases or may be identified by statements to the effect that certain actions "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. A number of known and unknown risks, uncertainties and other factors may cause the actual results or performance to materially differ from any future results or performance expressed or implied by the forward-looking information. These forward-looking statements are subject to numerous risks and uncertainties, certain of which are beyond the control of the Company including, but not limited to, the impact of general economic conditions, industry conditions and dependence upon regulatory approvals. Certain material assumptions regarding such forward-looking statements may be discussed in this news release and the Company's annual and quarterly management's discussion and analysis filed at www.sedarplus.ca. Readers are cautioned that the assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward-looking statements. The Company does not assume any obligation to update or revise its forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by securities laws.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/284104

FAQ

What stake will K33 hold in Sixty Six Capital (HYHDF) after closing?

K33 will hold approximately 46.26% of Sixty Six Capital's common shares after closing. According to the company, K33 will own 107,447,331 common shares representing ~46.26% on an undiluted and partially diluted basis, subject to customary adjustments and approvals.

How much is K33 paying for the 107,447,331 shares of Sixty Six Capital (HYHDF)?

K33 agreed to pay CAD$4,738,296 for the aggregate 107,447,331 common shares. According to the company, the purchase price is fixed and the transaction is subject to regulatory and other closing conditions.

When is the K33 share purchase for Sixty Six Capital (HYHDF) expected to close?

The transaction is expected to close on or before February 28, 2026. According to the company, closing remains conditional on receipt of necessary regulatory and other approvals before that date.

Will there be board changes at Sixty Six Capital (HYHDF) if the K33 transaction closes?

Yes, two director resignations are anticipated upon closing. According to the company, David Rowe and Richard Croft are expected to resign as directors in connection with the closing of the transaction.

What regulatory risks could affect the K33 acquisition of Sixty Six Capital (HYHDF)?

The deal is conditional on regulatory and other approvals, creating execution risk until satisfied. According to the company, failure to obtain approvals could delay or prevent closing, which is expected on or before February 28, 2026.