Mr. Neil Currie reports
LUKA CAPITAL CORP. PROVIDES UPDATE REGARDING NUMBER OF SECURITIES IN ESCROW
Luka Capital Corp. has issued corrective disclosure regarding the number of securities deposited into escrow pursuant to the policies of the TSX Venture Exchange in connection with the company's initial public offering, which closed on Aug. 25, 2026. The company issued an aggregate of five million common shares in its authorized share structure to purchasers in British Columbia and Alberta at a purchase price of 10 cents per common share for gross proceeds to the company of $500,000. Following the closing of the offering, a total of 10.4 million common shares are issued and outstanding.
The company's news release dated Aug. 25, 2026, incorrectly stated the number of shares held in escrow as 5,637,900. The correct number of shares which have been deposited into escrow is 6,013,000.
The following disclosure pursuant to Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions) corrects the disclosure made in the company's news release dated Aug. 25, 2026. Neil Currie (chief executive officer, chief financial officer, corporate secretary and director), Arlen Hansen (director) and Ryan Iverson (director) subscribed (either personally or through their associates (as defined in the policies of the exchange)) in the offering for 210,500 shares, 292,500 shares and 110,000 shares, respectively. The participation by the insiders in the offering was a related-party transaction under MI 61-101. The company is relying on exemptions from the minority shareholder approval and formal valuation requirements applicable to related-party transactions under sections 5.5(a) and 5.7(1)(a), respectively, of MI 61-101, as neither the fair market value of the shares purchased by the insiders nor the consideration paid exceeds 25 per cent of the company's market capitalization. The company did not file a material change report more than 21 days before the expected closing of the offering as the details of the offering and the participation therein by the insiders were not settled until recently and the company wished to close on an expedited basis for sound business reasons.
For further information, please see the company's prospectus dated June 26, 2026, available under the company's profile on SEDAR+.
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