Universal Digital Announces Closing of First Tranche of Previously Announced Convertible Debenture Financing

Executive Summary

• Universal Digital Inc. closed the first tranche of its private placement, issuing $3.336 M principal amount of senior secured convertible debentures and 834,091 common share purchase warrants to Helena Global Investment Opportunities 1 Ltd.
• The subscription agreement was amended to raise the minimum conversion price of the debentures from $0.05 to $0.30 per share.
• Proceeds will be used 80% for purchasing additional Bitcoin and 20% for general working capital; the debentures are secured by all currently held and subsequently acquired Bitcoin.

Key Details

• Tranche Size: $3,336,364 principal amount of convertible debentures issued.
• Warrants Issued: 834,091 warrants, each granting Helena the right to purchase one common share at an exercise price of $0.637 until October 31 2028.
• Conversion Price Amendment: Minimum conversion price increased from $0.05 to $0.30 per Common Share.
• Term & Interest: One‑year term; interest rate 17.5% per annum, payable in cash at closing of the first tranche.
• Security: Debentures secured by all Bitcoin owned by Universal Digital and any Bitcoin subsequently purchased (“Purchased Bitcoin”).
• Facilitation Fee: $100,000 paid to Helena on closing of the first tranche.
• Use of Proceeds: 80% allocated to purchase additional Bitcoin; remaining 20% for general working capital.
• Control Restrictions: Conversion or warrant exercise limited to keep Helena’s beneficial ownership below 9.9% and prevent creation of a new Control Person without shareholder approval per CSE policies.
• Placement Agent: Joseph Gunnar & Co., LLC acted as sole placement agent.
• Accredited Investor Status: Helena qualifies as an “accredited investor” under NI 45‑106.
• Statutory Hold Period: All securities subject to a four‑month plus one day hold period from each closing date.

Notable Quotes

(No direct quotes were provided in the release.)