Vertiqal Studios Closes Private Placement of Convertible Debentures

Executive Summary

• Vertiqal Studios Corp. closed a non‑brokered private placement issuing unsecured convertible debentures at $1,000 each for total gross proceeds of $2,298,000.
• The 15% per annum debentures mature on October 31 2027 and are convertible into common shares at $0.025 per share (or based on a price floor tied to recent VWAP).
• Net proceeds will be used for general working capital, providing the company with additional liquidity to fund its digital‑media operations.

Key Details

• Offering Size: $2,298,000 gross proceeds from issuance of 2,298 debentures at $1,000 each.
• Interest Rate & Maturity: 15% annual interest, payable on maturity; maturity date October 31 2027.
• Conversion Rights:
• Conversion window opens 18 months prior to maturity and closes the business day before maturity.
• Holders may convert principal at $0.025 per common share or accrued interest at the greater of the conversion price or the VWAP of the common shares for the five trading days preceding conversion (subject to exchange discounts).
• Hold Period: Securities subject to a four‑month plus one day hold period from issuance, plus applicable resale restrictions.
• Regulatory Conditions: Closing contingent on receipt of all required regulatory approvals, including final TSX approval.
• Related Party Participation: Insiders purchased $763,000 principal amount of debentures; transaction exempt from MI 61‑101 valuation and minority‑shareholder‑approval thresholds (below 25% market cap).
• Use of Proceeds: Entire net proceeds earmarked for general working capital purposes.
• Legal/Compliance Notices: Offering conducted on a private placement and prospectus‑exempt basis; U.S. securities law disclaimer included.

Notable Quotes

(No executive quotes were provided in the release.)