Mr. Robert Dzisiak
reports
EARLY WARNING NEWS RELEASE ISSUED WITH RESPECT TO THE ACQUISITION OF SECURITIES OF KING GLOBAL VENTURES INC.
This news release is being disseminated as required by National Instrument 62-103, The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, in connection with the acquisition of ownership, control or direction over securities of King Global Ventures Inc. by two investors, Ben Hudye, director and chairman of the corporation, and Joseph Polish, director of the corporation.
Mr. Hudye
On March 2, 2026, Hudye Inc. (HI), a company owned and controlled by Mr. Hudye, acquired ownership of 1.25 million units of the corporation, at a price of 60 cents per unit. The units were purchased from the corporation on a private placement basis. Each unit comprises one common share and one non-transferable common share purchase warrant. Each warrant is exercisable to acquire one common share of the corporation at an exercise price of 90 cents per share for a period of two years.
Prior to the acquisition, HI, the Ben and Greg Hudye Family Trust and Mr. Hudye beneficially owned and controlled, directly and indirectly, 5,465,832 common shares, 5,465,832 share purchase warrants, 300,000 RSUs (restricted share units) and 100,000 options, representing 11.30 per cent of the outstanding common shares on a non-diluted basis and 21.48 per cent of the issued and outstanding shares on a partially diluted basis (assuming the conversion of all of the warrants into common shares and exercise of all the RSUs and options).
After the acquisition, HI, the trust and Mr. Hudye beneficially own and control, directly and indirectly, 6,715,832 common shares, 6,715,832 common share purchase warrants, 300,000 RSUs and 100,000 options, representing 13.27 per cent of the outstanding common shares on a non-diluted basis and 23.96 per cent of the issued and outstanding shares on a partially diluted basis (assuming the conversion of all of the warrants into common shares and exercise of all the RSUs and options).
Mr. Polish:
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On Jan. 15, 2025, Mr. Polish was granted 100,000 stock options under the stock option plan of the corporation. The options are exercisable at a price of 35 cents and expire Jan. 15, 2030.
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On April 30, 2025, the Breathe Trust, a company owned and controlled by Mr. Polish, acquired 1,588,888 units of the corporation at a price of 45 cents per unit. The units were purchased from the corporation on a private placement basis. Each unit comprises one common share and one non-transferable common share purchase warrant. Each warrant is exercisable to acquire one common share of the corporation at an exercise price of 65 cents per share for a period of two years.
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On July 1, 2025, Mr. Polish was granted 50,000 restricted share units under the RSU/DSU (deferred share unit) plan of the corporation. The RSUs are exercisable at a price of 70 cents and expire on July 1, 2030.
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On July 1, 2025, Mr. Polish was granted 50,000 stock options under the stock option plan of the corporation. The options are exercisable at a price of 70 cents and expire July 1, 2030.
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On March 2, 2026, the Breathe Trust acquired ownership of 303,333 units of the corporation at a price of 60 cents per unit. The units were purchased from the corporation on a private placement basis. Each unit comprises one common share and one non-transferable common share purchase warrant. Each warrant is exercisable to acquire one common share of the corporation at an exercise price of 90 cents per share for a period of two years. The trust is controlled by Mr. Polish.
Prior to the acquisitions, the RSU grant and option grants, the Breathe Trust beneficially owned and controlled, directly and indirectly, 1.62 million common shares and 1.62 million share purchase warrants, representing approximately 7.73 per cent of the outstanding common shares on a non-diluted basis and 15.48 per cent of the issued and outstanding shares on a partially diluted basis (assuming the conversion of all of the warrants into common shares).
After the acquisitions, option grants and RSU grant, the Breath Trust and Mr. Polish beneficially own and control, directly and indirectly, 3,512,221 common shares, 3,512,221 share purchase warrants, 50,000 RSUs and 150,000 options, representing 6.94 per cent of the outstanding common shares on a non-diluted basis and 13.30 per cent of the issued and outstanding shares on a partially diluted basis (assuming the conversion of all of the warrants into common shares and exercise of all the RSUs and options).
The common share units were acquired for investment purposes. Mr. Hudye, including those entities which he controls, and Mr. Polish, including those entities which he controls, have a long-term view of the investment and may acquire additional securities of the corporation, including on the open market or through private acquisitions, or sell the securities, including on the open market or through private dispositions, in the future, depending on market conditions, reformulation of plans and/or other relevant factors.
An early warning report has been filed by Mr. Hudye and Mr. Polish under applicable securities laws and will be available on King's SEDAR+ profile. A copy of the early warning reports may also be obtained by contacting Robert Dzisiak at 204-955-4803 or rdzisiak@gmail.com.
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