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BlockchainK2 Corp — Capital/Financing Update 2025
Oct 15, 2025
44356_rns_2025-10-15_7fe5f8e6-c4bd-4a4b-b0ae-c09cf5b04766.pdf
Capital/Financing Update
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FORM 51-102F3
MATERIAL CHANGE REPORT
Item 1. Name and Address of Company
BLOCKCHAINK2 CORP.
400 - 837 West Hastings Street
Vancouver, BC V6C 3N6
(the "Company")
Item 2. Date of Material Change
October 10, 2025.
Item 3. News Release
The news release was issued and disseminated via Stockwatch on October 10, 2025.
Item 4. Summary of Material Change
The Company announced closing of the Company's prevoulsy announced debt settlement and the resulting related party transaction.
Item 5. Full Description of Material Change
The Company announced that it has closed its previously announced debt settlement (see September 15, 2025 press release) settling outstanding indebtedness totaling $232,098.37 through the issuance of 4,219,970 common shares at a price of $0.055 per share (the "Debt Settlement Shares"). The previously announced debt settlement contemplated the settlement of $317,098.37 of outstanding indebtedness through the issuance of 5,765,425 common shares.
A portion of the above-described transaction constitutes a "related party transaction" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transaction ("MI 61-101") as 1,646,469 Debt Settlement Shares are being issued to related parties of the Company. The Company is relying on exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, as the fair market value of the Debt Settlement Shares does not exceed 25% of the market capitalization of the Company, as determined in accordance with MI 61-101.
Closing of the debt settlement is subject to the approval of the TSX Venture Exchange.
Investment by Sergi Stetsenko
As described above, Stetsenko, of 400 - 837 West Hastings St., Vancouver, BC V6C 3N6, acquired 1,646,469 Shares for consideration of $90,555.77 pursuant to the debt settlement.
Immediately prior to the closing of the debt settlement, Stetsenko beneficially owned or controlled 4,941,228 Shares, 346,694 Share purchase warrants ("Warrants") and
384,806 stock options ("Options") of the Company, which represented approximately 16.3% 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 16.1% of the issued and outstanding Shares on a partially diluted basis.
Immediately following the closing of the debt settlement, Stetsenko beneficially owns or controls 6,587,697 Shares, 346,694 Warrants and 384,806 Options, representing approximately 19.1% 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 20.7% of the issued and outstanding Shares on a partially diluted basis. Due to a restriction on the exercise of the Warrants, Stetsenko is unable to exercise the Warrants if such exercise would increase Stetsenko's holdings over 19.9% without providing 61 days' notice to the Company.
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 appears 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.
Item 6. Reliance on Subsection 7.1(2) of National Instrument 51-102
Not applicable.
Item 7. Omitted Information
None.
Item 8. Executive Officer
Yuying Liang
Chief Financial Officer
604.630.8746
Item 9. Date of Report
October 15, 2025.