ThreeD, Park Place acquire infinitii debentures

Executive Summary

• ThreeD Capital Inc. and Park Place Ltd. (joint actors) acquired unsecured convertible debentures in infinitii ai inc., triggering an early warning report due to an ownership increase of greater than 2% on a partially diluted basis.
• The acquisition involved convertible debentures convertible into five million units, with each unit consisting of one common share and one warrant.
• Following the transaction, the joint actors' total potential ownership on a fully diluted basis increased to approximately 24.5%, with ThreeD holding approximately 21.1% and the joint actor holding approximately 5.5%.

Key Details

• Acquirer: ThreeD Capital Inc. and Park Place Ltd. (wholly owned by Sheldon Inwentash), acting as joint actors.
• Target: infinitii ai inc.
• Transaction Structure: Acquisition of unsecured convertible debentures via a convertible debenture offering completed in October 2025.
• Consideration: Total consideration for the subject debentures was $250,000.
• Securities Acquired: Convertible debentures convertible into five million units.
• Unit Composition: Each debenture unit consists of one common share and one warrant for the purchase of one common share.
• Ownership Change: Ownership increased by greater than 2% on a partially diluted basis from the last early warning report.
• Pre-Transaction Holdings (Joint Actors):
  • Aggregate: 1 million common share purchase warrants, 1 million stock options, and convertible debentures entitling acquisition of 16,665,400 common shares and 16,665,400 warrants.
  • Percentage: 0.0% of issued/outstanding shares; approximately 20.2% on a partially diluted basis.
  • ThreeD Specific: Convertible debentures entitling acquisition of 15,133,400 shares and warrants (approx. 17.8% diluted).
  • Joint Actor Specific: 1 million warrants, 1 million options, and debentures entitling acquisition of 1,532,000 shares and warrants (approx. 3.5% diluted).
• Post-Transaction Holdings (Joint Actors):
  • Aggregate: 1 million common share purchase warrants, 1 million stock options, and convertible debentures entitling acquisition of 21,665,400 common shares and 21,665,400 warrants.
  • Percentage: 0.0% of issued/outstanding shares; approximately 24.5% on a partially diluted basis.
  • ThreeD Specific: Convertible debentures entitling acquisition of 18,633,400 shares and warrants (approx. 21.1% diluted).
  • Joint Actor Specific: 1 million warrants, 1 million options, and debentures entitling acquisition of 3,032,000 shares and warrants (approx. 5.5% diluted).
• Investment Intent: Holdings are managed for investment purposes; the joint actors may increase, decrease, or maintain their position depending on market conditions.