Mr. Chris Yeung reports

UNIVERSAL DIGITAL ANNOUNCES FINANCING OF UP TO $50 MILLION AGGREGATE PRINCIPAL AMOUNT OF CONVERTIBLE DEBENTURES

Universal Digital Inc. has entered into a subscription agreement with Helena Global Investment Opportunities 1 Ltd., pursuant to which the company agreed to sell and issue to Helena up to $50-million in aggregate principal amount of senior secured convertible debentures. The convertible debentures will be sold and issued in up to 14 separate tranches, as follows: (i) an initial tranche equal to $3,336,364 principal amount of convertible debentures; (ii) 12 separate tranches consisting of a subscription in the amount of $3,636,364 principal amount of convertible debentures; and (iii) a final tranche consisting of a subscription in the amount of $3,027,268. The closing of the first tranche is expected to occur on or around Oct. 31, 2025, with each subsequent tranche to be issued on a date that is mutually agreed upon by the parties in each case.

"This financing framework provides Universal Digital with a flexible, scalable capital structure to support our bitcoin treasury strategy and future digital-asset initiatives," said Chris Yeung, chief executive officer of the company. "We appreciate Helena's confidence in our vision as we continue building a globally relevant investment platform bridging traditional capital markets and the digital asset economy."

The convertible debentures will have a one-year term from the closing date of each tranche. The convertible debentures will be convertible into common shares of the company at Helena's option at any time during the term at a conversion price per common share equal to 100 per cent of the closing price of the common shares on the Canadian Securities Exchange on the trading day immediately preceding the submission of a conversion notice, subject to a minimum price equal to five cents. The convertible debentures bear interest at a rate of 17.5 per cent per annum, with interest for the term paid by the company in cash on closing of the first tranche. The convertible debentures will be secured pursuant to the terms of a security agreement securing all bitcoin currently owned by the company, as well as the purchased bitcoin (as defined herein) subsequently acquired. The company will also pay to Helena a facilitation fee equal to $100,000 on the closing of the first tranche.

In connection with the closing of each tranche, the company will also issue to Helena common share purchase warrants entitling Helena to purchase such number of common shares that is equal to up to 25 per cent of the subscription amount of each tranche exercisable for a period of three years from the closing of each tranche. For greater certainty, the number of warrants issued shall not exceed: (i) 25 per cent of the applicable tranche; or (ii) 25 per cent of the aggregate subscription amounts of all convertible debentures issued under the subscription agreement. The warrants will be exercisable at a price equal to 130 per cent of the closing price of the common shares on the trading day immediately preceding the issuance of the warrants.

The conversion of convertible debentures by Helena and the subscription for any further convertible debentures are restricted if such subscription, conversion or exercise would cause Helena, together with any affiliate thereof, to beneficially own in excess of 9.9 per cent of the number of common shares outstanding immediately after giving effect to such conversion. In no event shall any issuance by the company of convertible debentures, warrants or common shares underlying either the convertible debentures or warrants be effective or enforceable if such issuance would result in Helena and/or any person acting on combination or concert with Helena becoming a new control person (as such term is defined in the policies of the Canadian Securities Exchange) or otherwise holding enough common shares to materially affect control (as such term is defined in the policies of the CSE) of the company, without first obtaining approval of the holders of common shares in accordance with the policies of the CSE or any other exchange upon which the common shares were listed or trading.

Pursuant to the subscription agreement, the company is required to use 80 per cent of the net proceeds from each tranche for the purchase of bitcoin, and the remaining 20 per cent of the net proceeds from each tranche may be used for general working capital purposes. The purchased bitcoin, together with the bitcoin currently owned by the company, will be held in a custodial account and secured pursuant to the security agreement.

Joseph Gunnar & Co. LLC acted as the sole placement agent in connection with the private placement.

Helena is an accredited investor as such term is defined in National Instrument 45-106 (Prospectus Exemptions). All securities issued in connection with the private placement will be subject to a statutory hold period of four months and one day from each closing date in accordance with applicable securities legislation. Closing is subject to certain conditions, including, but not limited, the approval of the CSE.

About Universal Digital Inc.

Universal Digital 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.

We seek Safe Harbor.