Vancouver, British Columbia--(Newsfile Corp. - September 3, 2025) - Universal Digital Inc. (CSE: LFG) (FSE: 8R20) (the "Company") is pleased to announce that it has entered into an agreement with Beacon Securities Limited (the "Lead Agent"), acting as lead agent and sole bookrunner, on behalf of a syndicate of agents (together with the Lead Agent, the "Agents") in connection with a "best efforts" private placement (the "Offering") of up to 3,334,000 units of the Company (each, a "Unit") at an issue price of C$0.60 per Unit (the "Issue Price") for aggregate gross proceeds to the Company of a minimum of C$1,000,200 and a maximum of C$2,000,400. The Units will be issued pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106 - Prospectus Exemptions ("NI 45-106") and in reliance on the amendments to Part 5A of NI 45-106 set forth in Coordinate Blanket Order 45-953 - Exemptions from Certain Conditions of the Listed Issuer Financing Exemption (collectively, the "Listed Issuer Financing Exemption").
Each Unit will consist of one common share in the capital of the Company (each, a "Common Share") and one-half of one Common Share purchase warrant (each whole Common Share purchase warrant, a "Warrant"), with each Warrant entitling the holder thereof to acquire one Common Share (each, a "Warrant Share") at an exercise price of C$0.80 per Warrant Share for a period of 2 years from the Closing Date (as defined below).
The Company has granted the Agents an option (the "Agents' Option") to arrange for the purchase and sale of up to an additional 834,000 Units at the Issue Price, exercisable in whole or in part, at any time up to 48 hours prior to the closing of the Offering. The Agents shall be under no obligation whatsoever to exercise the Agents' Option in whole or in part.
The Company intends to use the proceeds of the Offering to (i) acquire a strategic equity and warrant position in Tokyo Stock Exchange-listed ReYuu Japan Inc. (the "ReYuu Investment") and (ii) for working capital and general corporate purposes. The ReYuu Investment is subject to customary closing conditions, including regulatory approval under Japan's Foreign Exchange and Foreign Trade Act. For further information about the ReYuu Investment, please see the Corporation's press release dated September 1, 2025.
The Offering is expected to close on or about September 18, 2025, or such other date as may be agreed upon by the Company and the Lead Agent, on behalf of the Agents (the "Closing Date") and is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory approvals, including the approval of the Canadian Securities Exchange ("CSE"). There can be no assurances that the Offering will be completed on the terms set out herein, or at all, or that the proceeds of the Offering will be sufficient for the purposes of the Company set out herein.
Subject to compliance with applicable regulatory requirements and in accordance with the Listed Issuer Financing Exemption, the Units will be offered for sale to purchasers resident in Canada, except Québec, and other qualifying jurisdictions. Subject to the rules and policies of the CSE, the securities issued in the Offering pursuant to the Listed Issuer Financing Exemption will not be subject to a hold period pursuant to applicable Canadian securities laws.
There is an offering document prepared in the form prescribed by Form 45-106F19 under Canadian securities laws, relating to the Offering (the "Offering Document") that can be accessed under the Company's profile at www.sedarplus.ca and on the Company's website at www.universaldigital.io. Prospective investors should read the Offering Document before making an investment decision.
The securities offered have not been registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), and may not be offered or sold to, or for the account or benefit of, persons in the "United States" or "U.S. persons" (as such terms are defined in Regulation S under the U.S. Securities Act) absent registration under the U.S. Securities Act and all applicable state securities laws or pursuant to an exemption from such registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
The Company anticipates that certain insiders of the Company may purchase Units issued as part of the Offering. As such, the Offering may be considered a "related party transaction" for purposes of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). Pursuant to MI 61-101, if certain insiders of the Company participate in the Offering, the Company will file a material change report providing disclosure in relation to each "related party transaction" on SEDAR+ under the Company's issuer profile at www.sedarplus.ca. The Company has not filed a material change report more than 21 days before the expected Closing Date as the details of the Offering and the participation therein by the "related parties" of the Company were not settled at such time. If certain insiders of the Company participate in the Offering, the Company expects to rely on exemptions from the formal valuation and minority shareholder approval requirements available under MI 61-101. The Company would be exempt from the formal valuation requirement in section 5.4 of MI 61-101 in reliance on section 5.5(a) of MI 61-101 as the fair market value of the transaction, insofar as it may involve interested parties, will not exceed 25% of the Company's market capitalization. Additionally, the Company would be exempt from minority shareholder approval requirement in section 5.6 of MI 61-101 in reliance on section 5.7(1)(a) as the fair market value of the transaction, insofar as it involves interested parties, will not exceed 25% of the Company's market capitalization.
About Universal Digital Inc.
Universal Digital Inc. is a Canadian investment company focused on digital assets, businesses and private and publicly listed entities that are involved in high-growth industries, with a particular focus on blockchain, cryptocurrencies and cryptocurrency technologies. The Company aims to provide shareholders with long-term capital growth through a diversified investment approach, and to participate in the transformation of global finance through the integration of digital asset strategies.
For further information contact:
Chris Yeung
Chief Executive Officer and Director
Email: ir@universaldigital.io
Tel: (289) 646-6252
www.universaldigital.io
Neither the Canadian Securities Exchange nor its Market Regulator (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release.
Cautionary Statements
This news release includes statements containing certain "forward-looking information" within the meaning of applicable securities law ("forward-looking statements"). Forward-looking statements in this release include, but are not limited to, statements with respect to the size and terms of the Offering; the expected Closing Date for the Offering; the ability of the Company to obtain all necessary corporate and regulatory approvals, including Board approval, and any approval required from the CSE; the Company's anticipated use of proceeds from the Offering; the expected participation by insiders in the Offering; the exemption from formal valuation and minority shareholder approval requirements under MI 61-101; and whether the proceeds of the Offering will be sufficient for the purposes of the Company moving forward. Forward-looking statements are frequently characterized by words such as "plan", "continue", "expect", "project", "intend", "should", "believe", "anticipate", "estimate", "may", "will", "potential", "proposed" and other similar words, or statements that certain events or conditions "may" or "will" occur. These statements are only predictions. Various assumptions were used in drawing the conclusions or making the projections contained in the forward-looking statements throughout this news release. Forward-looking statements are based on the opinions and estimates of management at the date the statements are made and are subject to a variety of risks and uncertainties (including market conditions) and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements, including those risk factors described in the Company's most recent Annual Information Form filed with Canadian securities regulators and available on the Company's issuer profile on SEDAR+ at www.sedarplus.ca. Although the Company believes that the assumptions and factors used in preparing the forward-looking information or forward-looking statements in this news release are reasonable, undue reliance should not be placed on such information and no assurance can be given that such events will occur in the disclosed time frames or at all. The forward-looking information and forward-looking statements included in this news release are made as of the date of this news release. The Company is under no obligation, and expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable law.
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SOURCE: Universal Digital Inc.
