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Space Kingdom appoints Naughty as chairman, director

2026-07-03 17:47 ET - News Release

Subject: NEWS Release ASAP Word Document

File: '\\swfile\EmailIn\20260703 143110 Attachment Space Kingdom - Closing News Release re Escrow Transfer and Change in Management[60].docx'

CAN: 61830016.1

CAN: 61830016.1

CAN: 61830016.1

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES

OR DISSEMINATION IN THE UNITED STATES

JULY 3, 2026 TSX-V: YSK.P

SPACE KINGDOM ANNOUNCES APPOINTMENT OF NEW DIRECTORS AND OFFICERS AND COMPLETION OF ESCROW TRANSFER

VANCOUVER, B.C. - Space Kingdom Digital Capital Corp. (the "Company"), a capital pool company listed on the TSX Venture Exchange Inc. (the "TSXV"), is pleased to announce the previously announced changes in management and in the board of directors (the "Board") and the transfer of escrowed shares have been completed.

Board and Management Changes

Blair Naughty was appointed as the Chairman and director to the Board, and Raj Dewan was appointed as the Corporate Secretary of the Company. The new Board comprises of Christopher Farnworth, Harold Davidson, Steven Gatsenbury and Blair Naughty.

Xingtao Zhou and John Wallace have resigned as directors of the Company, and Christopher 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 change in management and in the Board, the former directors of the Company have transferred an aggregate of 1,980,000 escrowed common shares of the Company ("Common Shares") at a price of $0.05 per Common Share (the "Escrow Transfer") to the new director or officer of the Company. The transferors received an aggregate net proceeds of C$ 49,500, representing $0.025 per Common Share, and the balance of the proceeds of C$ 49,500 was released to the Company for interim working capital purposes.

The Escrow Transfer comprised:

transfer from Xingtao Zhou (a) to Canal Front Investments Inc. ("Canal Front") of 800,000 Common Shares (approximately 18.6% of the outstanding shares); and (b) to Kluane Capital FZCO ("Kluane") of 800,000 Common Shares (approximately 18.6% of the outstanding shares) for aggregate net proceeds of C$ 40,000; and

transfer from John Wallace to Rajeev Dewan of 380,000 Common Shares (approximately 8.8% of the outstanding shares) for net proceeds of C$ 9,500.

The Escrow Transfer remains subject to TSXV's final acceptance.

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.

Xingtao Zhou

Prior to the closing of the Escrow Transfer, Mr. Zhou owned 1,600,000 Common Shares, representing approximately 37.2% 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 transaction, 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 2700-1133 Melville Street, Vancouver, BC 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 at www.sedarplus.ca.

Canal Front Investments Inc.

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% 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 transaction, subject in each case to applicable securities law. In connection with the Escrow Transfer, Blair 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 Street, Port Moody, BC 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 at www.sedarplus.ca.

Kluane Capital FZCO

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% 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 transaction, subject in each case to applicable securities law. In connection with the Escrow Transfer, Rajeev 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 at www.sedarplus.ca.

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 TSXV) must be approved by the TSXV 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.

Contact Information

For further information and or to obtain a copy of the early warning reports with respect to the foregoing, please contact: Christopher Farnworth, Chief Executive Officer, (604) 250-1060

The information in this news release includes certain information and statements about management's view of future events, expectations, plans and prospects that constitute forward looking statements. These statements are based upon assumptions that are subject to significant risks and uncertainties. Because of these risks and uncertainties and as a result of a variety of factors, the actual results, expectations, achievements or performance may differ materially from those anticipated and indicated by these forward-looking statements. Although the Company believes that the expectations reflected in forward looking statements are reasonable, it can give no assurances that the expectations of any forward-looking statements will prove to be correct. Except as required by law, the Company disclaims any intention and assumes no obligation to update or revise any forward-looking statements to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward-looking statements or otherwise.

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.

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