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File: Attachment Space Kingdom - News Release re Escrow Transfer and Change in Management[40].pdf
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OR DISSEMINATION IN THE UNITED STATES
JUNE 17, 2026 TSX-V: YSK.P
SPACE KINGDOM PROPOSES ESCROW TRANSFER AND CHANGES TO THE BOARD
VANCOUVER, B.C. Space Kingdom Digital Capital Corp. (the "Company"), a capital pool company
("CPC") listed on the TSX Venture Exchange Inc. (the "TSXV"), announces proposed changes to the board
and transfer of escrowed shares pursuant to the Company's escrow share transfer agreement dated March
24, 2026 (the "Transfer Agreement"). These changes have been implemented with a view to recapitalizing
the Company and identifying a suitable qualifying transaction.
Escrow share transfers
Pursuant to the Transfer Agreement, certain directors of the Company will transfer an aggregate of
1,980,000 escrowed common shares of the Company ("Common Shares") at a price of $0.05 per Common
Share (the "Escrow Transfer") to incoming directors and officers of the Company. The transferors will
receive an aggregate net proceeds of C$ 49,500, representing $0.025 per Common Share, with the balance
of the proceeds of C$ 49,500 to be released to the Company for interim working capital purposes.
The Escrow Transfer will comprise:
(i) transfer from Xingtao Zhou (a) to Canal Front Investments of 800,000 Common Shares
(approximately 18.6% of the outstanding shares); and (b) to Kluane Capital FZCO of 800,000
Common Shares (approximately 18.6% of the outstanding shares); and
(ii) transfer from John Wallace to Rajeev Dewan of 380,000 Common Shares (approximately 8.8%
of the outstanding shares).
The Escrow Transfer remains subject to TSXV final acceptance.
Board Changes
Concurrently with the Escrow Transfer, Xingtao Zhou and John Wallace will resign from their respective
positions as directors of the Company, with Xingtao Zhou also resigning as the Chairman. Additionally,
Christopher Farnworth will resign as Corporate Secretary but will remain a director, Chief Executive Officer
and Chief Financial Officer of the Company.
Blair Naughty, the controlling person of Canal Front Investments, will be appointed as the new Chairman
and director of the board of directors of the Company (the "Board"). Additionally, Rajeev Dewan, a nominee
of Kluane Capital FZCO, will be appointed as Corporate Secretary of the Company.
The new Board will comprise of Christopher Farnworth, Harold Davidson, Steven Gatsenbury and Blair
Naughty.
About Blair Naughty
Blair Naughty has over 35 years of experience in the securities, capital markets, and venture capital sectors.
Mr. Naughty is the CEO, President and a director of Naughty Ventures. His career, which spans roles at
Midland Walwyn, Sprott Securities, and Yorkton Securities, along with his achievements as a venture
capitalist and entrepreneur, has given him an extensive understanding of the mining sector and public
market dynamics.
CAN: 61063550.10
About Raj Dewan
Mr. Dewan is a corporate lawyer and is a partner at DLA Piper (Canada) LLP, his practice is focused on
international listings, and cross border M&A. Mr. Dewan recently completed his five year term as a member
of the TSX Venture's Listing Advisory Committee. Mr. Dewan also served on the Ontario Securities
Commission's SME Committee.
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 regarding the Company, the Offering, and the Company's management team, 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.
CAN: 61063550.10
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