Toronto, Ontario May 5, 2025 – King Global Ventures Inc. (CSE:KING) (OTC: KGLDF) (FSE:5LM1) (the “Company” or “King Global”)
Early Warning News Release Issued with Respect to the Acquisition of Securities of King Global Ventures Inc. Toronto, Ontario – May 5, 2025 – This news release is being disseminated as required by National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, in connection with the acquisition of ownership, control or direction over securities of King Global Ventures Inc. (“King” or the “Corporation”) (CSE: KING) (OTC: KGLDF) (FSE: 5LM1). 1. On April 30, 2025, Hudye Inc., a company owned and controlled by Ben Hudye (together the “Acquiror”), indirectly acquired control and direction over (the “Acquisition”) ownership of 2,222,222 Units of the Corporation, at a price of $0.45 per Unit (the “Acquired Units”). The Acquired Units were purchased from the Corporation on a private placement basis. Each Acquired Unit is comprised of one common share (“Common Shares”) and one common share purchase warrant (“Warrant”). Each Warrant is exercisable to acquire one Common Share of the Corporation at an exercise price of $0.65 per share for a period of two years. On April 30, 2025, Ben Hudye acquired 31,111 Units of the Corporation at $0.45 per Unit, pursuant to a shares for debt transaction. Each Unit consists of one common share and one common share purchase warrant. Each Warrant is exercisable to acquire one Common Share of the Corporation at an exercise price of $0.65 per share for a period of two years. The shares for debt transaction were issued from treasury by the Corporation. Prior to the Acquisition and shares for debt transaction, the Acquiror owned or controlled 1,400,000 common shares, 1,400,000 warrants, 200,000 stock options and 200,000 RSU’s. As of the date hereof, after giving effect to the Acquisition and the shares for debt transaction, the Acquiror owns, or exercises control or direction over, approximately 9.85% of the outstanding Common Shares on a non-diluted basis and 15.19% of the issued and outstanding Common Shares on a partially-diluted basis (assuming the conversion of all of the Warrants into Common Shares and the exercise of all of his stock options and RSU’s ). 2. On April 30, 2025, The Breathe Trust, a company controlled by Mr. Joe Polish (together the “Acquiror”), indirectly acquired control and direction over (the “Acquisition”) ownership of 1,588,888 Units of the Corporation, at a price of $0.45 per Unit (the “Acquired Units”). The Acquired Units were purchased from the Corporation on a private placement basis. Each Acquired Unit is comprised of one common share (“Common Shares”) and one common share purchase warrant (“Warrant”). Each Warrant is exercisable to acquire one Common Share of the Corporation at an exercise price of $0.65 per share for a period of two years. Prior to the Acquisition, the Acquiror owned or controlled 1,620,000 common shares and 1,620,000 warrants. As a result of the Acquisition, the Breathe Trust now beneficially owns and controls, directly and indirectly, 3,208,888 Common Shares and 3,208,888 share purchase warrants, representing approximately 7.80% of the outstanding Common Shares on a non-diluted basis and 12.02% of the issued and outstanding Shares on a partially-diluted basis (assuming the conversion of all of the warrants into Common Shares). 3. On April 30, 2025, TAM Revocable Trust dtd 04/21/21 Thomas Anthony Mello II, Trustee (“TAM”) acquired ownership of 3,081,237 Units of the Corporation (the “Acquisition”), at a price of $0.45 per Unit. The Units were purchased from the Corporation on a private placement basis. Each Unit is comprised of one common share and one common share purchase warrant (“Warrant”). Each Warrant is exercisable to acquire one common share of the Corporation at an exercise price of NATDOCS\86550640\V-1 $0.65 per share for a period of two years. Prior to the Acquisition TAM did not own any common shares of the Corporation. As a result of the Acquisition TAM now beneficially owns and controls, directly and indirectly, 3,081,237 Common Shares and 3,081,237 share purchase warrants, representing approximately 7.5% of the outstanding Common Shares on a non-diluted basis and 11.54% of the issued and outstanding Shares on a partially-diluted basis (assuming the conversion of all of its warrants into Common Shares). 4. On April 30, 2025, Jason Campbell and the JKR Trust, an entity controlled by Mr. Campbell (together the Acquiror”) together acquired (the “Acquisition”) ownership of 1,666,665 Units of the Corporation, at a price of $0.45 per Unit (the “Acquired Units”). The Acquired Units were purchased from the Corporation on a private placement basis. Each Acquired Unit is comprised of one common share (“Common Shares”) and one common share purchase warrant (“Warrant”). Each Warrant is exercisable to acquire one Common Share of the Corporation at an exercise price of $0.65 per share for a period of two years. On October 17, 2024, Zen Wellness Institute of Healing Arts LLC (“Zen”) as Vendor, entered into an Agreement to Purchase Shares with an arm’ length party (the “Sale”). Pursuant to the terms of the Sale, Zen sold its total shareholdings of 432,000 common shares of King Global Ventures Inc., at a purchase price of $0.18 per share, for total consideration of $80,000. At the time of the sale, Zen was owned and controlled by Jason Campbell. Prior to the Acquisition, the Acquiror owned or controlled 675,000 common shares and 675,000 warrants. As at the date hereof, after giving effect to the Acquisition, the Acquiror owns, or exercises control or direction over, approximately 5.69% of the outstanding Common Shares on a non-diluted basis and 8.77% of the issued and outstanding Common Shares on a partially-diluted basis (assuming the conversion of all of the Warrants into Common Shares). All the Acquirors acquired the Acquired Units for investment purposes. The Acquirors have a long‐term view of the investment and may acquire additional securities or dispose of securities either on the open market or through private acquisitions in the future depending on market conditions, reformulation of plans and/or other relevant factors and subject to applicable securities laws. The Acquirors may, from time to time and at any time, acquire additional Shares and/or other equity, debt or other securities or instruments of the Corporation in the open market or otherwise, and reserves the right to dispose of any or all of the Acquired Units in the open market or otherwise at any time and from time to time, and to engage in similar transactions with respect to the Acquired Units, the whole depending on market conditions, the business and prospects of the Corporation and other relevant factors, including compliance with applicable securities laws. An early warning report has been filed by each of the Acquirors under applicable securities laws and will be available on the King SEDAR profile at www.sedarplus.ca. A copy of the early warning reports may also be obtained by contacting Robert Dzisiak at (204) 955-4803, rdzisiak@gmail.com
King is also pleased to announce that the Company has appointed Redfern Media, 1001103323 Ontario Inc. and Michael Davis as marketing consultants to provide investor awareness. Redfern, 1001103323 Ontario and Mr. Davis will support the Company through a mix of market communication strategies, including social media, roadshows, investor relation services and media exposure across multiple media outlets.
Under the terms of their engagement, Redfern has been retained for a 12-month period at USD$60,000 plus direct expenses. Draye Redfern will be granted 200,000 options at $0.62 for a period of 2 years, with the options vesting 25% every 3 months.
Under the terms of their engagement, 1000013323 Ontario Inc. has been retained for an initial 60 days for a fee of $20,000 and this contract may be renewed with mutual consent.
Under the terms of his engagement, Michael Davis will be granted 90,000 options good for 2 years and vesting after 6 months.
About King Global Ventures:
Black Canyon Property in Arizona
King Global Ventures is focused on the exploration of precious and base metals in North America. The Black Canyon Project in Yavapai County Arizona is comprised of 213 contiguous concessions covering a total area of 3,780 ac, including 12 former operating mines including the past producing Howard Copper Mine. And is situated 100 km (64 miles) north of Phoenix Arizona. The Black Canyon Project represents an early-stage exploration opportunity targeting copper-gold-silver-zinc, Volcanogenic Massive Sulphide (“VMS”) mineralization. The geology of Yavapai County, Arizona is notable due to the presence of a variety of base and precious metal deposit types. The region has a significant history of exploration, discovery and mining operations, including base metals from mining operations like Bagdad, Jerome and Cleopatra. The property is on trend and is approximately 8 km (12 miles) N.W. of Arizona Metals and 100 km (60 miles) south of the historic Jerome Copper mine.
The Howard Copper Mine Property is located on 78 acres of patented land approximately 100 km (64 miles) north of Phoenix AZ. Discovered in the early 1920’s, small scale production and development focused on high-grade copper. An estimated 100,000 tonnes of copper grading between 3-5% copper was mined from the property until it was closed in 1942 due to the inability to secure fuel rations during WW2. Historical reports state that the main shaft was sunk to the 900-foot level, but that no ore was mined below the 500-foot level.
York Property in Quebec
The York Property is comprised of 77 claims exceeding 40 sq. km. The Property is on trend between Azimut’s Elmer Property and the Eleonor Gold Mine. The Eleonor Mine is hosted by rocks similar to the clastic sediments known to host the Ukaw gold showings.
Additional information about King Global Ventures can be viewed at the Company’s website at www.kingglobal.gold or at www.sedarplus.ca.
On behalf of King Global Ventures
Robert Dzisiak
Chief Executive Officer
204-955-4803
ir@kingcse.com
The technical contents of this news release were approved by Andrew Lee Smith, Bsc., P.Geo, ICD.D, a qualified person as defined by National Instrument 43-101.
Neither the CSE Exchange nor its Regulation Services Provider (as that term is defined in the policies of the CSE Exchange) accepts responsibility for the adequacy or accuracy of this release.
Cautionary Statement Regarding Forward-Looking Information
Certain information in this news release may contain forward-looking statements that involve substantial known and unknown risks and uncertainties. These forward-looking statements are subject to numerous risks and uncertainties, certain of which are beyond the control of the Company, including but not limited to, the uncertainty of the financing, the impact of general economic conditions, industry conditions, dependence upon regulatory approvals. Readers are cautioned that the assumptions used in preparing such information, although considered reasonable at the time of preparation, may prove imprecise and undue reliance should not be placed on forward-looking statements. Forward-looking statements in this press release are expressly qualified by this cautionary statement.
The forward-looking statements in this press release are made as of the date of this press release, and the Company undertakes no obligations to update publicly or to revise any of the included forward-looking statements, whether because of new information, future events or otherwise, except as expressly required by applicable securities law.