Mr. Chris Yeung reports

UNIVERSAL DIGITAL INC. ANNOUNCES EXTINGUISHMENT OF $3.3 MILLION CONVERTIBLE DEBENTURE FINANCING AND ISSUANCE OF PROMISSORY NOTE

On Jan. 27, 2026, Universal Digital Inc. entered into a termination agreement with Helena Global Investment Opportunities 1 Ltd. pursuant to which the subscription agreement dated Oct. 24, 2025, governing the senior secured convertible debenture financing previously announced on Nov. 3, 2025, has been terminated and the financing has been extinguished.

The extinguishment of the convertible debenture financing eliminates all conversion rights, warrants and future funding obligations previously associated with the debenture facility and results in a simplified capital structure.

Transaction overview

• The termination agreement provides for a definitive exit from the $3,336,364 (U.S.) senior secured convertible debenture facility, with no remaining conversion rights or warrants outstanding.
• As a result of the termination, the company will no longer have any future funding obligations under the debenture facility, and the associated derivative and security arrangements have been eliminated.
• In connection with the termination, the company has issued a short-term, non-convertible promissory note in the principal amount of $300,000 (U.S.) as part of the negotiated settlement relating to the extinguishment of the prior convertible debenture obligation.

"This transaction resolves the company's outstanding convertible debenture financing and removes the associated conversion features," said Chris Yeung, chief executive officer of Universal Digital. "With the debenture extinguished, the company has simplified its capital structure and can continue to focus on executing its business strategy."

Pursuant to the termination agreement, the outstanding senior secured convertible debentures in the aggregate principal amount of $3,336,364 (U.S.) have been extinguished. As part of the termination, Helena will receive and retain all assets held in the custodial account that previously secured the convertible debentures. In addition, the company has issued to Helena a non-convertible promissory note in the principal amount of $300,000 (U.S.). The promissory note does not constitute a continuation, amendment or replacement of the prior financing arrangement. The promissory note bears interest at a rate of 6 per cent per annum, matures three months from the date of issuance, and may be prepaid at any time without penalty. The obligations under the promissory note are secured by a pledge of certain equity securities of ReYuu Japan Inc. held by the company.

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.

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