Universal Digital Announces Up To $2 Million Brokered Private Placement

Executive Summary

• Universal Digital Inc. announced a "best efforts" private placement of up to 3,334,000 units at C$0.60 per unit, targeting gross proceeds between C$1,000,200 and C$2,000,400.
• The primary use of proceeds is to acquire a strategic equity and warrant position in Tokyo Stock Exchange-listed ReYuu Japan Inc., alongside working capital needs.
• Each unit includes one common share and one-half of a warrant exercisable at C$0.80 per share for two years; the offering is expected to close around September 18, 2025.

Key Details

• Offering Structure: "Best efforts" private placement via Listed Issuer Financing Exemption (NI 45-106).
• Units Issued: Up to 3,334,000 Units.
• Issue Price: C$0.60 per Unit.
• Gross Proceeds: Minimum C$1,000,200; Maximum C$2,000,400.
• Unit Composition: Each Unit consists of one Common Share and one-half of one Common Share purchase warrant (Warrant).
• Warrant Terms: Each whole Warrant entitles the holder to acquire one Common Share at an exercise price of C$0.80 per share. Warrants are exercisable for a period of 2 years from the Closing Date.
• Agents' Option: The Lead Agent (Beacon Securities Limited) has an option to purchase up to an additional 834,000 Units at the Issue Price, exercisable up to 48 hours prior to closing.
• Use of Proceeds:
  • Acquisition of a strategic equity and warrant position in ReYuu Japan Inc. (Tokyo Stock Exchange-listed).
  • Working capital and general corporate purposes.
• ReYuu Investment Details: Subject to customary closing conditions, including regulatory approval under Japan's Foreign Exchange and Foreign Trade Act.
• Closing Date: Expected on or about September 18, 2025.
• Regulatory Conditions: Subject to receipt of necessary regulatory approvals, including approval from the Canadian Securities Exchange (CSE).
• Insider Participation: The Company anticipates certain insiders may purchase Units, potentially constituting a "related party transaction" under MI 61-101. The Company expects to rely on exemptions from formal valuation and minority shareholder approval requirements as the fair market value of the interested party portion will not exceed 25% of the Company's market capitalization.
• Jurisdiction: Offered to purchasers resident in Canada (except Québec) and other qualifying jurisdictions. Securities are not registered under the U.S. Securities Act.