Strategic Transformation Highlights

1.  Disposition of Legacy Business and Significant Debt Reduction

KWM's Board of Directors (the "Board") has approved the disposition of its largest wholly owned subsidiary, Play Co., Ltd. ("Play"), to Play's previous owner. In connection with the proposed disposition of Play, the Company expects to remove approximately $48 million in debt liabilities, including related contingent liabilities.

Subject to shareholder approval at the Company's upcoming annual meeting, which is scheduled to occur early July 2026, KWM anticipates emerging with a significantly strengthened balance sheet and a reduced debt profile.

2.  AI Infrastructure Pivot and Proposed Rebranding

The Board has also approved a strategic transformation to reposition KWM as an AI infrastructure-focused company. The Company intends to deploy capital across key sectors, including:

  • Data center investments;

     
  • GPU compute and rental operations; and

     
  • Acquisitions and partnerships in critical AI infrastructure components



     

As part of this transformation, the Board is evaluating a corporate rebrand, including the potential name "Talivar Technologies." Any name change will be subject to KWM shareholder approval.

3.  Expanded Capital Access of up to $485 Million

KWM has executed an amendment to the previously announced Securities Purchase Agreement with Anson Funds, pursuant to which Anson Funds previously committed up to $500 million to support the Company's Bitcoin treasury strategy. The amendment will allow KWM to utilize the remaining $485 million in proceeds from any sales of KWM's ordinary shares to Anson Funds under the Securities Purchase Agreement to fund KWM's AI infrastructure initiatives.

4.  Positioning for Growth in AI Infrastructure

Following the initiatives discussed above, KWM plans to pursue targeted acquisitions and partnerships to vertically integrate across the AI infrastructure value chain, enhancing margins and strengthening its competitive position. Combined with flexible access to capital, long-term contracted revenue opportunities, and exposure to high-demand assets, the strategy is designed to support scalable growth and long-term shareholder value as AI adoption accelerates.