Universal Digital Announces Financing of up to $50 Million Aggregate Principal Amount of Convertible Debentures

Executive Summary

• Universal Digital Inc. entered into a subscription agreement with Helena Global Investment Opportunities 1 Ltd. to raise up to C$50 million through senior secured convertible debentures issued in up to 14 tranches.
• The first tranche (C$3,336,364) is slated to close around October 31 2025, with subsequent tranches of C$3.636 M each and a final tranche of C$3.027 M.
• Proceeds will be used 80% for Bitcoin purchases and 20% for general working capital; the debentures bear 17.5% interest and are convertible at 100% of the prior‑day CSE closing price (minimum $0.05).

Key Details

• Total Potential Funding: Up to C$50,000,000 in principal amount of senior secured convertible debentures.
• Tranche Structure:
• First Tranche – C$3,336,364 (closing ~Oct 31 2025)
• Twelve Subsequent Tranches – each C$3,636,364
• Final Tranche – C$3,027,268
• Term & Interest: One‑year term per tranche; interest at 17.5% per annum, payable in cash at the closing of the first tranche.
• Conversion Terms: Convertible at Helena’s option at any time during the term at a price equal to 100 % of the CSE closing price on the trading day preceding conversion notice (minimum $0.05).
• Warrants: Upon each tranche closing, Helena receives warrants to purchase Common Shares up to 25 % of the tranche’s subscription amount, exercisable for three years at 130 % of the prior‑day CSE closing price.
• Security: Debentures are secured by all Bitcoin currently owned by Universal Digital and any Bitcoin subsequently purchased with proceeds.
• Facilitation Fee: C$100,000 payable to Helena on the first tranche closing.
• Use of Proceeds: 80 % for purchase of Bitcoin; 20 % for general working capital.
• Ownership Restrictions: Helena (and affiliates) may not beneficially own more than 9.9 % of outstanding Common Shares post‑conversion, nor become a Control Person without CSE approval.
• Placement Agent: Joseph Gunnar & Co., LLC acted as sole placement agent.
• Regulatory Notes: Securities subject to a statutory hold period of four months and one day; closing contingent on CSE approval and other customary conditions.

Notable Quotes

“This financing framework provides Universal Digital with a flexible, scalable capital structure to support our Bitcoin Treasury Strategy and future digital‑asset initiatives,” – Chris Yeung, Chief Executive Officer.