Mr. Christopher Farnworth reports
SPACE KINGDOM ANNOUNCES APPOINTMENT OF NEW DIRECTORS AND OFFICERS AND COMPLETION OF ESCROW TRANSFER
Space Kingdom Digital Capital Corp. has completed the previously announced changes in management and in the board of directors and the transfer of escrowed shares.
Board and management changes
Blair Naughty was appointed as the chairman and director to the board, and Rajeev Dewan was appointed as the corporate secretary of the company. The new board comprises Christopher Farnworth, Harold Davidson, Steven Gatsenbury and Mr. Naughty.
Xingtao Zhou and John Wallace have resigned as directors of the company, and Mr. Farnworth has resigned as corporate secretary but remains a director, chief executive officer and chief financial officer of the company.
Escrow share transfers
In connection with the changes in management and in the board, the former directors of the company have transferred an aggregate of 1.98 million escrowed common shares of the company at a price of five cents per common share to the new director or officer of the company. The transferors received an aggregate net proceeds of $49,500, representing 2.5 cents per common share, and the balance of the proceeds of $49,500 was released to the company for interim working capital purposes.
The escrow transfer comprised:
- Transfer from Mr. Zhou: (a) to Canal Front Investments Inc. of 800,000 common shares (approximately 18.6 per cent of the outstanding shares); and (b) to Kluane Capital FZCO of 800,000 common shares (approximately 18.6 per cent of the outstanding shares) for aggregate net proceeds of $40,000;
-
Transfer from Mr. Wallace to Mr. Dewan of 380,000 common shares (approximately 8.8 per cent of the outstanding shares) for net proceeds of $9,500.
The escrow transfer remains subject to final acceptance of the TSX-V.
Early warning disclosure
The following disclosure is provided as required under National Instrument 62-103, The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, in connection with the filing of early warning reports regarding the escrow transfer.
Mr. Zhou
Prior to the closing of the escrow transfer, Mr. Zhou owned 1.6 million common shares, representing approximately 37.2 per cent of the issued and outstanding common shares. Upon closing of the escrow transfer, Mr. Zhou now does not hold any common shares. Mr. Zhou's disposition of the common shares pursuant to the escrow transfer was made for investment purposes and in connection with his resignation as the director and chairman of the company. Mr. Zhou may, in the future, take such actions and purchase additional securities of the company through open-market purchases or privately negotiated transactions, subject in each case to applicable securities law. In connection with the escrow transfer, Mr. Zhou resigned as director and chairman of the company. For the purposes of this notice, the address of Mr. Zhou is Suite 2700, 1133 Melville St., Vancouver, B.C., V6J 4B7. An early warning report will be filed by Mr. Zhou in accordance with applicable securities laws, a copy of which will be available on SEDAR+ under the company's issuer profile.
Canal Front Investments
Prior to the closing of the escrow transfer, Canal Front did not own any common shares. Upon closing of the escrow transfer, Canal Front now owns 800,000 common shares, representing approximately 18.6 per cent of the issued and outstanding common shares. Canal Front's acquisition of the common shares pursuant to the escrow transfer was made for investment purposes. Canal Front may, in the future, take such actions and purchase additional securities of the company through open-market purchases or privately negotiated transactions, subject in each case to applicable securities law. In connection with the escrow transfer, Mr. Naughty, the controlling person of Canal Front, was appointed as the chairman and director to the board of directors of the company. Canal Front's address is 2801 Henry St., Port Moody, B.C., V3H 2K1. An early warning report will be filed by Canal Front in accordance with applicable securities laws, a copy of which will be available on SEDAR+ under the company's issuer profile.
Kluane Capital
Prior to the closing of the escrow transfer, Kluane did not own any common shares. Upon closing of the escrow transfer, Kluane now owns 800,000 common shares, representing approximately 18.6 per cent of the issued and outstanding common shares. Kluane's acquisition of the common shares pursuant to the escrow transfer was made for investment purposes. Kluane may, in the future, take such actions and purchase additional securities of the company through open-market purchases or privately negotiated transactions, subject in each case to applicable securities law. In connection with the escrow transfer, Mr. Dewan, a nominee of Kluane, was appointed as the corporate secretary of the company. Kluane's address is 20113 IFZA Business Park, Dubai, United Arab Emirates. An early warning report will be filed by Kluane in accordance with applicable securities laws, a copy of which will be available on SEDAR+ under the company's issuer profile.
About Space Kingdom Digital Capital Corp.
The company is designated as a capital pool company under Policy 2.4. The company has not commenced commercial operations and has no assets other than cash. Any proposed qualifying transaction (as defined in the policies of the TSX-V) must be approved by the TSX-V and, in the case of a non-arm's-length qualifying transaction, must also receive majority approval of the minority shareholders. Until the completion of a qualifying transaction, the company will not carry on any business other than the identification and evaluation of businesses or assets with a view to completing a proposed qualifying transaction.
We seek Safe Harbor.
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