Universal Digital Announces Financing of up to $50 Million Aggregate Principal Amount of Convertible Debentures

Funds to bolster Bitcoin treasury holdings and advance digital asset initiatives

Vancouver, British Columbia–(Newsfile Corp. – October 24, 2025) – Universal Digital Inc. (CSE: LFG) (FSE: 8R20) (OTCQB: LFGMF)  (the “Company“) is pleased to announce the Company has entered into a subscription agreement (the “Subscription Agreement“) with Helena Global Investment Opportunities 1 Ltd. (“Helena“), pursuant to which the Company agreed to sell and issue to Helena (the “Private Placement“) up to $50,000,000 in aggregate principal amount of senior secured convertible debentures (the “Convertible Debentures“). The Convertible Debentures will be sold and issued in up to fourteen (14) separate tranches, as follows: (i) an initial tranche (the “First Tranche“) equal to $3,336,364 principal amount of Convertible Debentures (the “First Tranche Subscription Amount“), (ii) twelve (12) separate tranches consisting of a subscription in the amount of $3,636,364 principal amount of Convertible Debentures (the “Subsequent Tranche Subscription Amount“), and (iii) a final tranche (each, a “Subsequent Tranche” and, together with the First Tranche, the “Tranches” or, individually, a “Tranche“) consisting of a subscription in the amount of $3,027,268 (the “Final Tranche Subscription Amount” and, together with the First Tranche Subscription Amount and Subsequent Tranche Subscription Amount, the “Subscription Amount“). The closing of the First Tranche is expected to occur on or around October 31, 2025, with each Subsequent Tranche to be issued on a date that is mutually agreed upon by the parties in each case.

“This financing framework provides Universal Digital with a flexible, scalable capital structure to support our Bitcoin Treasury Strategy and future digital-asset initiatives,” said Chris Yeung, Chief Executive Officer of the Company. “We appreciate Helena’s confidence in our vision as we continue building a globally relevant investment platform bridging traditional capital markets and the digital-asset economy.”

The Convertible Debentures will have a one-year term from the closing date of each Tranche (the “Term“). The Convertible Debentures will be convertible into common shares of the Company (the “Common Shares“) at Helena’s option at anytime during the Term at a conversion price per Common Share equal to 100% of the closing price of the Common Shares on the Canadian Securities Exchange (the “CSE“) on the trading day immediately preceding the submission of a conversion notice, subject to a minimum price equal to $0.05. The Convertible Debentures bear interest at a rate of 17.5% per annum, with interest for the Term paid by the Company in cash on closing of the First Tranche. The Convertible Debentures will be secured pursuant to the terms of a security agreement (the “Security Agreement“) securing all Bitcoin presently owned by the Company, as well as the Purchased Bitcoin (as defined herein) subsequently acquired. The Company will also pay to Helena a facilitation fee equal to $100,000 on the closing of the First Tranche.

In connection with the closing of each Tranche, the Company will also issue to Helena Common Share purchase warrants (each, a “Warrant“) entitling Helena to purchase such number of Common Shares that is equal to up to 25% of the Subscription Amount of each Tranche exercisable for a period of three years from the closing of each Tranche. For greater certainty, the number of Warrants issued shall not exceed: (i) 25% of the applicable Tranche; or (ii) 25% of the aggregate Subscription Amounts of all Convertible Debentures issued under the Subscription Agreement. The Warrants will be exercisable at a price equal to 130% of the closing price of the Common Shares on the trading day immediately preceding the issuance of the Warrants.

The conversion of Convertible Debentures by Helena, and the subscription for any further Convertible Debentures, are restricted if such subscription, conversion or exercise would cause Helena, together with any affiliate thereof, to beneficially own in excess of 9.9% of the number of Common Shares outstanding immediately after giving effect to such conversion. In no event shall any issuance by the Company of Convertible Debentures, Warrants or Common Shares underlying either the Convertible Debentures or Warrants be effective or enforceable if such issuance would result in Helena and/or any person acting on combination or concert with Helena becoming a new Control Person (as such term is defined in the policies of the CSE) or otherwise holding enough Common Shares to Materially Affect Control (as such term is defined in the policies of the CSE) of the Company, without first obtaining approval of the holders of Common Shares in accordance with the policies of the CSE or any other exchange upon which the Common Shares were listed or trading.

Pursuant to the Subscription Agreement, the Company is required to use 80% of the net proceeds from each Tranche for the purchase of Bitcoin (the “Purchased Bitcoin“) and the remaining 20% of the net proceeds from each Tranche may be used for general working capital purposes. The Purchased Bitcoin, together with the Bitcoin currently owned by the Company, will be held in a custodial account and secured pursuant to the Security Agreement.

Joseph Gunnar & Co., LLC acted as the sole placement agent in connection with the Private Placement.

Helena is an “accredited investor” as such term is defined in National Instrument 45-106 – Prospectus Exemptions. All securities issued in connection with the Private Placement will be subject to a statutory hold period of four months and one day from each closing date in accordance with applicable securities legislation. Closing is subject to certain conditions including, but not limited, the approval of the CSE.

This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including any of the securities in the United States. The securities described herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act“) or any state securities laws and may not be offered or sold within the United States or to, or for account or benefit of, U.S. Persons (as defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws, or an exemption from such registration requirements is available.

About Universal Digital Inc.

Universal Digital Inc. is a Canadian investment company focused on digital assets, businesses and private and publicly listed entities that are involved in high-growth industries, with a particular focus on blockchain, cryptocurrencies and cryptocurrency technologies. The Company aims to provide shareholders with long-term capital growth through a diversified investment approach, and to participate in the transformation of global finance through the integration of digital asset strategies.

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Neither the Canadian Securities Exchange nor its Market Regulator (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release.

Cautionary Statements

This news release includes statements containing certain “forward‐looking information” within the meaning of applicable securities law (“forward‐looking statements”). Forward-looking statements in this release include, but are not limited to, statements with respect to the size of the Private Placement and completion of any further, or all anticipated Tranches on the terms described herein or at all; the expected closing date for the First Tranche of the Private Placement; the ability of the Company to obtain all necessary corporate and regulatory approvals, including Board approval, and any approval required from the CSE; and the Company’s anticipated use of proceeds from the Private Placement. Forward‐looking statements are frequently characterized by words such as “plan”, “continue”, “expect”, “project”, “intend”, “should”, “believe”, “anticipate”, “estimate”, “may”, “will”, “potential”, “proposed” and other similar words, or statements that certain events or conditions “may” or “will” occur. These statements are only predictions. Various assumptions were used in drawing the conclusions or making the projections contained in the forward‐looking statements throughout this news release. Forward‐looking statements are based on the opinions and estimates of management at the date the statements are made and are subject to a variety of risks and uncertainties (including market conditions) and other factors that could cause actual events or results to differ materially from those projected in the forward‐looking statements, including those risk factors described in the Company’s most recent Annual Information Form filed with Canadian securities regulators and available on the Company’s issuer profile on SEDAR+ at www.sedarplus.ca. Although the Company believes that the assumptions and factors used in preparing the forward-looking information or forward-looking statements in this news release are reasonable, undue reliance should not be placed on such information and no assurance can be given that such events will occur in the disclosed time frames or at all. The forward-looking information and forward-looking statements included in this news release are made as of the date of this news release. The Company is under no obligation, and expressly disclaims any intention or obligation, to update or revise any forward‐looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable law.

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