SGD Holdings Ltd (SGDH)

[DrivenByPain]

Page #27 NOTE K-SUBSEQUENT EVENTS

The controlling shareholders of SGD Holdings Ltd. have entered into a Stock Purchase Agreement
as of April 15, 2024. The sale of control is contingent upon the acquisition of new operations
meeting the due diligence requirements of the Company, as well as of the Buyers. The transaction
was supposed to close on April 19, 2024. The Parties intend to execute an extension so both Parties
may complete their due diligence. The change in control would result in a change of management
as well as the operations of the business. There is no guarantee this transaction will close. In the
event the transaction does not close, the Company will continue to operate its existing business.

NOTE L – OTHER MATTERS

The Company entered into a Consultant Agreement to explore potential acquisitions in the
Cannabis Industry as well as outside of this industry that will potentially enhance shareholder value
of the Company.

The Company received notice during the 4th quarter of 2021 from the accredited investors holding
debt instruments in the Company that all convertible promissory notes and accrued interests were
forgiven, effectively immediately. The forgiveness-cancellation of the debt instruments and interests
was due in part to the reinterpretation of the SEC Regulations governing Convertible Promissory
Notes.

https://www.otcmarkets.com/otcapi/company/financial-report/402329/content