Toronto, Ontario--(Newsfile Corp. - July 11, 2025) - On July 11, 2025, Carriage House Wealth Ltd. (the "Acquiror"), an exempt market dealer and portfolio manager, received and accepted a written request to cede back to its beneficial owner, an arm's length client of the Acquiror (the "Client"), control and direction the Acquiror had pursuant to an investment management agreement entered between the Client and the Acquiror (the "Investment Management Agreement") over a deemed aggregate amount of 75,499,400 common shares (each a "Common Share") of Vertiqal Studios Corp (TSX: VRTS) (the "Issuer") composed of 35,499,400 Common Shares directly owned by the Client, but managed pursuant to the Investment Management Agreement (collectively, the "Managed Common Shares") and 40,000,000 Common Shares issuable upon the conversion of a $1,000,000 principal amount convertible debenture of the Issuer issued to the Client on June 27, 2024 ("Convertible Debenture #1") which holding was required to be included in the holding of Common Shares of of the Acquiror under the beneficial ownership deeming provision of Section 1.8 of National Instrument 62-104 Take-over Bids and Issuer Bids and also pursuant to the Investment Management Agreement.
In addition, on July 11, 2025, the Acquiror also received and accepted a written request to cede back control and direction it had under the Investment Management Agreement on two additional convertible debentures of the Issuer convertible for an aggregate amount of 50,000,000 Common Shares issued to the Client respectively on November 3 2022 (as amended on September 10, 2024) and May 1, 2025 (respectively, "Convertible Debenture #2" and "Convertible Debenture #3" and collectively, with Convertible Debenture #1, the "Convertible Debentures").
Immediately prior to the transfer of the Managed Common Shares and the Convertible Debentures out of the Client's managed account governed by the Investment Management Agreement (the "Transfer"), the number of Common Shares the Acquiror had direct beneficial ownership or had control and direction under the Investment Management Agreement and under other investment management agreements for arm's length clients other than the Client was 126,646,232 Common Shares representing 18.43% of the Issuer's issued and outstanding Common Shares calculated on a partially diluted adjusted basis (i.e. considering the deemed issuance of all of the Convertible Debenture #1 40,000,000 underlying Common Shares) for a total of 687,017,220 issued and outstanding Common Shares. In addition, immediately prior to the Transfer, the Acquiror had control or direction over Convertible Debenture #2 and Convertible Debenture #3; however, these debentures were not convertible into Common Shares until September 10, 2025 and December 1, 2027, respectively, and therefore these two debentures underlying Common Shares were not included in the above referred calculation.
Following the Transfer, the number of Common Shares over which the Acquiror now has direct beneficial ownership or has control and direction under other investment management agreements for arm's length clients other than the Client is 51,146,832 Common Shares representing 7.91% of the Issuer's 647,017,220 issued and outstanding Common Shares.
In accordance with applicable securities laws, the Acquiror may, from time to time and at any time, acquire additional Commons Shares, and/or other equity, debt or other securities or instruments of the Issuer (collectively, "Securities") in the open market or otherwise, and the Acquiror reserves the right to dispose of any or all of such Securities in the open market or otherwise at any time and from time to time, and to engage in similar transactions with respect to the Securities, the whole depending on market conditions, the business and prospects of the Issuer and other relevant factors.
The head office address of the Acquiror is located at 2 Victoria Drive, Unit 103, Uxbridge, Ontario L9P 0S2. The Issuer's head office is located at 441 King Street West Unit 200, Toronto, Ontario, M5V 1K4.
The Acquiror acquired the Securities for investment purposes, and has no present intention of acquiring additional Securities. Depending upon Acquiror's evaluation of the business, prospects and financial condition of the Issuer, the market for the Issuer's Securities, general economic and tax conditions and other factors, the Acquiror may acquire more or sell some or all of the Securities owned, managed or controlled by the Acquiror.
This press release is issued pursuant to early warning requirements of National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues ("NI 62-103") which also requires the Early Warning Report to be filed in accordance with applicable Canadian securities laws. It amends a prior press release filed by the Acquiror under NI 62-103 on September 20, 2024.
For further information please refer to the Early Warning Report to be posted on Vertiqal Studios Corp.'s SEDAR+ profile at www.sedarplus.com or which may be obtained by contacting the Acquiror at inquiries@carriagehousewealth.ca or 905-922-3323.
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To view the source version of this press release, please visit https://www.newsfilecorp.com/release/258414
SOURCE: Carriage House Wealth Ltd.
