ThreeD files early warning report on AI-ML holdings

Executive Summary

• ThreeD Capital Inc. and joint actor completed a private‑placement purchase of 26 M common shares and 26 M share purchase warrants of AI‑ML Innovations Inc., representing ~10.2% of outstanding equity (≈18.6% on a partially diluted basis).
• Post‑transaction, the combined holdings of ThreeD and the joint actor rise to 56.95 M common shares, 500 k stock options and 45.55 M warrants – roughly 22.4% of AI‑ML’s outstanding shares (≈34.3% on a partially diluted basis).
• Total consideration for the newly acquired securities was $1.3 million ($0.05 per unit).

Key Details

• Acquisition Structure
• ThreeD purchased: 6 M common shares + 6 M warrants (≈2.4% of outstanding equity, ≈4.6% partially diluted).

• Joint actor purchased: 20 M common shares + 20 M warrants (≈7.9% of outstanding equity, ≈14.6% partially diluted).

• Pre‑Acquisition Holdings

• Combined prior holdings: 30,954,200 common shares, 500,000 stock options, 19,555,000 warrants – ~14.3% of outstanding shares (≈21.5% partially diluted).
• ThreeD’s pre‑acquisition stake: 20,899,200 shares + 14.5 M existing warrants (~9.6% / ≈15.3% diluted).

• Joint actor’s pre‑acquisition stake: 10,055,000 shares, 500,000 options, 5,055,000 warrants (~4.6% / ≈7.0% diluted).

• Post‑Acquisition Holdings

• Total combined holdings: 56,954,200 common shares, 500,000 stock options, 45,555,000 warrants – ~22.4% of outstanding shares (≈34.3% diluted).
• ThreeD now holds: 26,899,200 shares + 20.5 M warrants (~10.6% / ≈17.3% diluted).

• Joint actor now holds: 30,055,000 shares, 500,000 options, 25,055,000 warrants (~11.8% / ≈19.9% diluted).

• Consideration

• Total cash paid: $1.3 million.

• Price per unit (share or warrant): $0.05.

• Transaction Mechanics

• Conducted via private placement, not through any stock exchange.
• Securities are held for investment purposes; ThreeD and the joint actor may adjust their positions at any time based on market conditions.

Notable Quotes

(No executive quotes were provided in the release.)