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BlockchainK2 Corp
Symbol BITK
Shares Issued 26,326,414
Close 2024-04-18 C$ 0.415
Market Cap C$ 10,925,462
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BlockchainK2 closes $499,376 private placement

2024-04-18 16:40 ET - News Release

Subject: BlockchainK2 Corp. (TSXV: BITK) - News Release - Immediate Dissemination Word Document

File: '\\swfile\EmailIn\20240418 133310 Attachment 240418 NR PP Close BITK.v1.docx'


April 18, 2024

TSX.V Symbol: BITK


Vancouver, BC/ April 18, 2024 BlockchainK2 Corp. (TSX-V: BITK) (OTCQB: BIDCF) (FSE: KRL2) (the "Company") announces that it has closed its non-brokered private placement 1,884,437 units (the "Units") at a price of $0.265 per Unit for aggregate gross proceeds of $499,376 (the "Offering"). Each Unit is comprised of one (1) common share (a "Share") in the capital of the Company and one-half of one (1/2) Share purchase warrant (each whole Share purchase warrant, a "Unit Warrant"). Each Unit Warrant is exercisable to acquire one (1) additional Share (a "Unit Warrant Share") at an exercise price of $0.40 per Unit Warrant Share until April 18, 2026 (the "Expiry Date"), subject to the Company's right to accelerate the Expiry Date ("Acceleration") if, at any time, the average closing price of the Shares on the principal exchange or market on which the Shares trade is equal to or greater than $1.25 for 20 consecutive trading days ("20-Day Period"). In the event of Acceleration, the Expiry Date will be accelerated to a date that is 30 days after the Company issues the acceleration notice through a news release, provided that the acceleration notice is issued within 10 business days after the end of the particular 20-Day Period.

All securities issued under and in connection with the Offering are subject to a statutory hold period expiring on August 19, 2024, in accordance with applicable securities laws and the policies of the TSX Venture Exchange.

Sergei Stetsenko ("Stetsenko"), the Chief Executive Officer and a director of the Company, purchased 553,388 Units for consideration of $146,648 pursuant to the Offering. Participation by Stetsenko in the Offering is considered a "related party transaction" pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is exempt from the requirements to obtain a formal valuation and minority shareholder approval in connection with Stetsenko's participation in the Offering in reliance of sections 5.5(a) and 5.7(a) of MI 61-101, respectively, on the basis that participation in the Offering by Stetsenko did not exceed 25% of the fair market value of the Company's market capitalization.

The net proceeds of the Offering will be used for general working capital purposes.

Investment by Sergi Stetsenko

As described above, Stetsenko, of 400 - 837 West Hastings St., Vancouver, BC V6C 3N6, acquired 553,388 Units, comprising 553,388 Shares and 276,694 Unit Warrants, for consideration of $146,648 pursuant to the Offering.

Immediately prior to the closing of the Offering, Stetsenko beneficially owned or controlled 3,737,858 Shares (including 1,283,750 Shares held by CRG Finance AG, a company controlled by Stetsenko), 70,000 Share purchase warrants ("Warrants") and 384,806 stock options ("Options") of the Company, which represented approximately 14.2% of the issued and outstanding Shares on a non-diluted basis and, assuming the exercise of the 70,000 Warrants and 384,806 Options, approximately 15.7% of the issued and outstanding Shares on a partially diluted basis.

Immediately following the closing of the Offering, Stetsenko beneficially owns or controls 4,291,246 Shares, 346,694 Warrants and 384,806 Options, representing approximately 15.2% of the issued and outstanding Shares on a non-diluted basis and, assuming the exercise of the 346,694 Warrants and 384,806 Options, approximately 17.4% of the issued and outstanding Shares on a partially diluted basis.

The securities of the Company held by Stetsenko are held for investment purposes. Stetsenko has a long-term view of the investment and may acquire additional securities of the Company either on the open market, through private acquisitions or as compensation or sell the securities on the open market or through private dispositions in the future depending on market conditions, general economic and industry conditions, the Company's business and financial condition, reformulation of plans and/or other relevant factors.

A copy of Stetsenko's early warning report will appear on the Company's profile on SEDAR+ and may also be requested by mail at BlockchainK2 Corp., 400 - 837 West Hastings St., Vancouver, BC V6C 3N6, Attention: Sergei Stetsenko or phone at (604) 630-8746.

BlockchainK2 Corp.

Sergei Stetsenko


Phone: +971502806737

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.

Forward-looking Information Cautionary Statement

Except for statements of historic fact, this news release contains certain "forward-looking information" within the meaning of applicable securities law. Forward-looking information is frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate" and other similar words, or statements that certain events or conditions "may" or "will" occur. Forward-looking statements are based on the opinions and estimates at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those anticipated in the forward-looking statements including, but not limited to delays or uncertainties with regulatory approvals, including that of the TSX-V. There are uncertainties inherent in forward-looking information, including factors beyond the Company's control. There are no assurances that the business plans for the Company as described in this news release will come into effect on the terms or time frame described herein. The Company undertakes no obligation to update forward-looking information if circumstances or management's estimates or opinions should change except as required by law. The reader is cautioned not to place undue reliance on forward-looking statements. Additional information identifying risks and uncertainties that could affect financial results is contained in the Company's filings with Canadian securities regulators, which are available at www.sedar.com.

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