Early Warning News Release Issued with Respect to the Acquisition of Securities of King Global Ventures Inc.

Director/chair Ben Hudye and TAM Revocable Trust acquired material private-placement Unit stakes in King Global Ventures (CSE: KING) in transactions disclosed under NI 62-103. Hudye received 100,000 RSUs (exercise $0.60, expiry July 1, 2030), 100,000 options (exercise $0.70, expiry July 1, 2030), and together with Hudye Inc. bought 2,253,333 Units at $0.45 on April 30, 2025 and 1,812,499 Units at $0.60 on Feb 10, 2026 (each Unit = 1 share + 1 Warrant; warrants exercisable at $0.65 for the earlier tranche and $0.90 for the later tranche for two years). After the transactions Hudye-related parties hold 5,465,832 common shares (11.30% non-diluted; 21.48% partially-diluted including warrants/RSUs/options). TAM purchased 572,500 Units at $0.60 on Feb 10, 2026 and now holds 3,653,737 common shares (7.55% non-diluted; 13.85% partially-diluted). Early warning reports have been filed; the moves signal insider accumulation but are unlikely to be market-moving beyond investor interest in this small-cap issuer.

Analysis

Market structure: The insider-led private placements raised approximately C$2.44M (Hudye C$2.10M + TAM C$0.344M) and pushed related parties to ~18.85% non-diluted and ~35.33% partially-diluted ownership combined, directly benefiting King (near-term treasury) and insiders (greater control). Retail and passive holders face two offsetting forces: reduced free float/support from concentrated ownership versus near-term dilution risk from outstanding warrants (strikes $0.65 and $0.90, 2‑year life). Liquidity remains the dominant constraint—thin trading on CSE/OTC will amplify directional moves on relatively small flows.

Risk assessment: Immediate (days) reaction likely muted or a small pop; short-term (weeks–months) key risks are insider profit-taking or a follow-on placement that increases share count >10% (sell trigger). Tail events: a failed capital deployment that forces dilutive financing, regulatory scrutiny around control accumulation, or an insider sell-down >5% within 90–180 days could cause >40–60% downside. Hidden dependency: company has not disclosed specific use-of-proceeds—absence of clear capex/M&A milestones raises execution risk.

Trade implications: Primary tactical opportunity is a small, event-driven long (KGLDF) sized to volatility: buy on dips to ≤$0.60 with stop at $0.40 and staged profit-taking at $0.90 (warrant strike) and $1.20 within 6–12 months; position 1–2% of portfolio. If options/covered-call mechanics exist, monetize upside by selling 9–12 month calls at $0.90; avoid adding after any new issuance >10% equity without reassessment. Monitor SEDAR+ filings, insider Form 4 equivalents, and volume spikes as catalysts.

Contrarian angle: The market may over-interpret insider buying as purely bullish—alternative reading is financing via friendly insiders to bridge to a larger dilutive raise or to concentrate control ahead of strategic action (asset sale or privatization). Historical parallel: junior issuers often show short-lived rallies post-private-placement followed by retracement when warrants expire or follow-on financings occur; therefore upside is asymmetric but time-limited unless concrete operational milestones appear within 12–18 months.

Key Decisions for Investors

• Establish a tactical long in KGLDF sized 1–2% of portfolio on pullbacks to ≤$0.60; set hard stop-loss at $0.40 and take 50% profits at $0.90 and remainder at $1.20 within a 6–12 month horizon (rationale: insider support + warrant strike levels).
• If long, sell 9–12 month covered calls at $0.90 (or set a limit sell at $0.90 if options unavailable) to capture upside equal to the warrant strike; cap allocation so option-covered portion ≤50% of the position to retain upside beyond $0.90.
• Do not add or initiate new exposure if company issues >10% additional equity or insiders sell >5% of outstanding shares within 90–180 days; these are automatic red flags—reduce exposure by 50% if either trigger occurs.
• Monitor specific filings: download the early warning and subsequent SEDAR+ disclosures within 30 days and require a clear use-of-proceeds/milestone timetable within 90 days before upgrading position to >3% of portfolio.