15:42:58 EDT Thu 09 May 2024
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Adagio investor Kang acquires 25.8 million shares

2024-03-14 12:08 ET - News Release

Mr. CheolSun Kang reports

CHEOLSUN KANG FILES EARLY WARNING REPORT

Effective on March 13, 2024, CheolSun Kang (the acquiror) acquired ownership of an aggregate of 25.8 million common shares of AGEDB Technology Ltd. (formerly Adagio Capital Corp.), as to 1.8 million shares directly, 19.5 million shares indirectly through Bitnine Global Inc. and 4.5 million shares indirectly through Graphizer Inc., pursuant to a three-cornered amalgamation among Adagio Capital, Advanced Graph Enterprise Database Inc. (AGEDB) and 1441651 B.C. Ltd. (NewCo), whereby all of the securities of AGEDB were exchanged for securities of the company (then named Adagio Capital) and Advanced Graph Database Enterprise, the entity resulting from the amalgamation of AGEDB and NewCo, which became a wholly owned subsidiary of the company.

The shares issued in the transaction resulted in the acquiror owning, directly and indirectly, 25.8 million shares representing 61.21 per cent of the shares of the company based on 42,152,000 shares issued and outstanding.

Prior the transaction, the acquiror did not directly or indirectly own any securities of the company.

Following the transaction, the acquiror directly and indirectly owns and controls an aggregate of 25.8 million shares which represents 61.21 per cent of the 42,152,000 issued and outstanding shares as of March 13, 2024, the date of the closing of the transaction.

The acquiror has filed an early warning report pursuant to National Instrument 62-103F1 The Early Warning System and Related Take-Over Bid and Insider Reporting Issues describing the above transaction with the applicable securities regulatory authorities. A copy of the early warning report is available on SEDAR+ under the profile of the company.

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