Mr. Dino Minichiello reports
INSTITUTIONAL INVESTORS BACK METAVISTA3D WITH CDN$6,000,000 FINANCING TO SUPPORT GLOBAL COMMERCIALIZATION
Metavista3D Inc. has entered into a binding term sheet dated Aug. 7, 2026, with arm's-length institutional investors Sorbie Bornholm LP and Sorbie Investments LLP (together, Sorbie or investors), pursuant to which the company will complete a non-brokered private placement for approximately $6-million before giving effect to the sharing agreement (as defined below), which may result in the company actually receiving an amount that is greater or less than such notional subscription amount.
The company intends to use the net proceeds from the offering to advance commercialization of its glasses-free 3-D display technology, including product development and OEM (original equipment manufacturer) business development, to support its patent portfolio, and for general working capital and corporate purposes.
The offering will consist of the issuance of 18.75 million units of the company at a price of 32 cents per unit, with each unit comprising one common share of the company and one common share purchase warrant of the company.
Closing of the offering is expected to occur on or about Aug. 28, 2026, and is subject to the satisfaction of customary closing conditions, including negotiation and execution of definitive documentation and receipt of all necessary regulatory approvals, including approval of the TSX Venture Exchange.
"This financing gives us the capital to keep building without slowing down," said Dino Minichiello, interim chief executive officer of Metavista3D. "Sorbie's model lines up with how we think about growth -- capital that scales with performance rather than diluting it upfront. We're focused on advancing our glasses-free 3-D display platform and the broader human performance applications of our technology, and this partnership supports that work."
"Metavista3D's technology is a remarkable leap forward and a striking experience compared to other 3-D tech I've seen. They turn an ordinary screen into true 3-D with no glasses or headset, and they have a clear, partner-driven plan to bring it to market. The sharing agreement gives them the opportunity to access additional, non-dilutive cash so the team can accelerate growth. This is also a full-circle moment for Sorbie: Founder and CEO Greg Kofford invested in a 3-D glasses home unit in the 1990s. We are glad to be back in the 3-D space to support Metavista3D as they advance and commercialize," said Whitney Kofford, managing director of Sorbie Bornholm.
Four million six hundred eighty-seven thousand five hundred warrants will entitle the holder to purchase one share at an exercise price of 44 cents for a period of three years following the closing date of the offering. Fourteen million sixty-two thousand five hundred warrants shall entitle the holder thereof to purchase one share at an exercise per share that is a 10-per-cent premium to the preceding 20-day volume weighted average price from the date of issuance, for a period of three years from the date of issuance. The warrants will include an equity blocker provision that prohibits the holder from exercising any portion of the warrants if such exercise would result in the holder owning more than 9.99 per cent of the company's outstanding shares on a partially diluted basis.
Pursuant to the term sheet, the notional subscription amount of the offering is expected to be satisfied in cash or by way of a portfolio of U.K. government bonds at market value, with the investors assuming all market and foreign exchange risk associated with any such bond portfolio. The term sheet contemplates that the parties will enter into an escrow agreement, subscription agreements and warrant documentation in connection with the offering, and that the company and the investors will enter into a sharing agreement based on 14,064,698 shares at a benchmark price of 42.66 cents per share, subject to adjustment in certain circumstances. Any securities delivered into escrow in connection with the offering are expected to be released from escrow to the investors on closing.
Under the sharing agreement, no funds will be immediately available to the company on closing and no funds will be held in escrow. Instead, the company's economic interest will be determined in 24 monthly settlement tranches measured against the benchmark price, with the first monthly settlement tranche payable one month after closing occurs. If, at the time of settlement, the applicable settlement price, determined monthly based on the volume-weighted average trading price for the 20 trading days prior to the settlement date, exceeds the benchmark price, the company will receive more than 100 per cent of the applicable monthly settlement amount on a pro rata basis. If the settlement price is below the benchmark price, the company will receive less than 100 per cent of the applicable monthly settlement amount on a pro rata basis. In no event will a decline in the settlement price of the shares result in an increase in the number of shares issued to the investors. Investors are cautioned that, in the event that Sorbie were to experience adverse financial circumstances, the company may be exposed to significant risk, as shares have been issued and there can be no assurance that the anticipated payments under the sharing agreement will be fully received. Additional details about the offering structure will be provided in the closing news release.
All securities issued pursuant to the offering and subject to compliance with applicable regulatory requirements, all securities to be issued pursuant to the offering in jurisdictions outside of Canada and the United States pursuant to Ontario Securities Commission Rule 72-503, Distributions Outside Canada, will not be subject to any statutory hold period under applicable Canadian securities laws.
About Sorbie Bornholm LP
Sorbie Bornholm is a global investment firm built on partnership, innovation and shared success. For over 25 years, Mr. Kofford and his team have provided strategic financing to listed microcap, small-cap and mid-cap growth companies ready to expand to their next stage. Sorbie partners closely with management teams to deliver long-term capital solutions through its sharing agreement model, giving issuers access to additional, non-dilutive capital to accelerate growth.
About Metavista3D Inc.
Metavista3D, through its wholly owned subsidiary, psHolix AG, is developing AI-driven (artificial intelligence), pseudo-holographic display technologies aimed at enabling glasses-free 3-D visualization of spatial content. The company holds a portfolio of over 20 patents related to this technology.
Metavista3D's shares are publicly traded and listed in Canada on the TSX Venture Exchange under the ticker symbol DDD, and on the German Stock Exchange in Frankfurt and others under the ticker symbol E3T.
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