ThreeD Capital Inc. Issues Early Warning Report in Connection with the Acquisition of Securities of AI/ML Innovations Inc.

• On 2026‑04‑07 ThreeD Capital Inc., together with joint actor Sheldon Inwentash, purchased a $450,000 convertible debenture issued by AI/ML Innovations Inc. (AIML).
• The debenture gives rights to acquire an additional 9 million common shares and 9 million share purchase warrants of AIML.
• Post‑transaction ThreeD’s combined ownership in AIML rises to roughly 38 % on a partially‑diluted basis (≈22 % of issued & outstanding shares).
• The acquisition was executed off‑exchange as a private placement; ThreeD may increase, decrease or maintain its position at any time.
• No cash consideration beyond the $450k debenture; no new financing terms disclosed.

• Expectation vs. reality: ThreeD has been steadily building sizable positions in high‑growth tech targets (AI/ML, infinitii AI, etc.). The latest purchase is consistent with its stated strategy of “investment‑purpose holdings” and does not represent a surprise shift.
• Scale: While the stake increase to ~38 % is notable, the absolute cash outlay ($450k) is tiny relative to ThreeD’s total assets (~$25 M as of Dec 31 2025). The incremental ownership change will have limited immediate effect on NAV per share.
• Market reaction: Given the modest size and the fact that ThreeD already disclosed a similar acquisition model earlier in 2025, the market is unlikely to re‑price the stock dramatically. Hence the news is routine but positive because it marginally improves exposure to AIML’s upside potential without adding material risk.
• Risk: The debenture carries conversion rights; if AIML’s share price remains depressed, conversion could dilute ThreeD’s existing holdings further. However, the company retains flexibility to defer conversion.

ThreeD Capital Inc. is an investment vehicle focused on private‑company equity, convertible debentures, and digital assets (cryptocurrencies, tokens, blockchain nodes). Its “flagship” approach is building concentrated stakes in high‑growth technology firms (AI/ML Innovations, infinitii AI) while simultaneously holding a diversified basket of publicly traded securities and digital assets. The firm’s NAV per share has fallen from $0.86 (June 2024) to $0.27 (Dec 2025), reflecting market‑driven valuation declines across its portfolio.