Early Warning News Release Issued with Respect to the Acquisition of Securities of King Global Ventures Inc.
(TheNewswire)
Toronto, Ontario – February 18, 2026 – TheNewswire- This news release is being disseminated asrequired by National Instrument 62-103 – The Early Warning Systemand Related Take-Over Bid and Insider Reporting Issues, in connectionwith the acquisition of ownership, control or direction oversecurities of King Global Ventures Inc. (“King” or the“Corporation”) (CSE: KING) (OTC: KGLDF) (FSE: 5LM1) by twoinvestors, Ben Hudye, director and chairman of the Corporation, andTAM Revocable Trust dtd 04/21/21 Thomas Anthony Mello II, Trustee(“TAM”).
Ben Hudye
1. On July 1, 2025, Ben Hudye wasgranted 100,000 Restricted Share Units under the RSU/DSU Plan of theCorporation (the “RSU Grant”). The RSU’s are exercisable at aprice of $0.60 and expire on July 1, 2030.
2. On July 1, 2025, Ben Hudye wasgranted 100,000 Stock Options under the Stock Option Plan of theCorporation (the “Option Grant”). The Options are exercisable ata price of $0.70 and expire July 1, 2030.
3. On April 30, 2025 Hudye Inc.,a company owned and controlled by Ben Hudye and Ben Hudye togetheracquired 2,253,333 Units of the Corporation at a price of $0.45 perUnit. The Units were purchased from the Corporation on a privateplacement basis. Each Unit is comprised of one common share and onenon-transferable common share purchase warrant (“Warrant”). EachWarrant is exercisable to acquire one common share of the Corporationat an exercise price of $0.65 per share for a period of 2 years.
4. On February 10, 2026, HudyeInc., and Ben Hudye together acquired ownership of 1,812,499 Units ofthe Corporation, at a price of $0.60 per Unit. The Units werepurchased from the Corporation on a private placement basis. Each Unitis comprised of one common share and one non-transferable common sharepurchase warrant (“Warrant”). Each Warrant is exercisable toacquire one common share of the Corporation at an exercise price of$0.90 per share for a period of 2 years (collectively (the“Acquisitions”).
Prior to the Acquisitions, the Option Grant and the RSUGrant, the Ben and Greg Hudye Family Trust and Ben Hudye beneficiallyowned and controlled, directly and indirectly, 1,400,000 CommonShares, 1,400,000 share purchase warrants, and 200,000 RSUsrepresenting approximately 6.63% of the outstanding Common Shares on anon-diluted basis and 14.21% of the issued and outstanding Shares on apartially-diluted basis (assuming the conversion of all of thewarrants into Common Shares and the exercise of all of the RSU’s).
After the Acquisitions, Option Grant and RSU Grant,Hudye Inc., the Ben and Greg Hudye Family Trust and Ben Hudyebeneficially own and control, directly and indirectly, 5,465,832Common Shares, 5,465,832 share purchase warrants, 300,000 RSU’s and100,000 Options representing 11.30% of the outstanding Common Shareson a non-diluted basis and 21.48% of the issued and outstanding Shareson a partially-diluted basis (assuming the conversion of all of thewarrants into Common Shares and exercise of all the RSUs andOptions).
On February 10, 2026, TAM Revocable Trust dtd 04/21/21Thomas Anthony Mello II, Trustee (“TAM”) acquired ownership of 572,500 Units of the Corporation, at aprice of $0.60 per Unit. The Units were purchased from the Corporationon a private placement basis. Each Unit is comprised of one commonshare and one non-transferable common share purchase warrant(“Warrant”). Each Warrant is exercisable to acquire one commonshare of the Corporation at an exercise price of $0.90 per share for aperiod of 2 years.
Prior to the Acquisition TAM beneficiallyowned and controlled, directly and indirectly, 3,081,237 Common Sharesand 3,081,237 share purchase warrants, representing approximately 7.5%of the outstanding Common Shares on a non-diluted basis and 11.54% ofthe issued and outstanding Shares on a partially-diluted basis(assuming the conversion of all of its warrants into Common Shares).
Upon completion of the Acquisition, TAM beneficiallyowned and controlled, directly and indirectly, 3,653,737 Common Sharesand 3,653,737 share purchase warrants, representing approximately7.55% of the outstanding Common Shares on a non-diluted basis and13.85% of the issued and outstanding Shares on a partially-dilutedbasis (assuming the conversion of all of its warrants into CommonShares).
The Common Share Units were acquired for investmentpurposes. Ben Hudye, including those entities which he controls, andTAM have a long-term view of the investment and may acquire additionalsecurities of the Corporation including on the open market or throughprivate acquisitions or sell the securities including on the openmarket or through private dispositions in the future depending onmarket conditions, reformulation of plans and/or other relevantfactors.
An early warning report has been filed by Ben Hudye andTAM under applicable securities laws and will be available on the KingSEDAR+ profile at www.sedarplus.ca. A copy of the early warningreports may also be obtained by contacting Robert Dzisiak at (204)955-4803, rdzisiak@gmail.com
About King Global Ventures
Additional information about King Ventures can beviewed at the Company's website at www.kingtsxv.com orat www.sedaplus.ca.
On behalf of King Global Ventures
Robert Dzisiak
Chief Executive Officer
204-955-4803
ir@kingcse.com
Neither the Canadian SecuritiesExchange nor its Regulation Services Provider (as that term is definedin the policies of the Canadian Securities Exchange) acceptsresponsibility for the adequacy or accuracy of this release.
Copyright (c) 2026 TheNewswire - All rights reserved.
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