Universal Digital has completed the initial phase of its convertible debenture financing, issuing $3,336,364 in principal amount of Convertible Debentures and 834,091 Warrants. The debentures have a minimum conversion price of $0.30, bear interest at 17.5% per annum, and are secured by the company's Bitcoin holdings. Warrants have an exercise price of $0.637 and expire October 31, 2028. Helena has certain conversion restrictions.
Universal Digital Announces Closing of First Tranche of Previously Announced Convertible Debenture Financing "). The Company issued $3,336,364 of principal amount of Convertible Debentures and 834,091 Warrants in the First Tranche.
") for the Convertible Debenture financing such that the minimum conversion price for the Convertible Debentures has been raised from $0.05 to $0.30.") 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 on the trading day immediately preceding the submission of a conversion notice, subject to a minimum price equal to $0.30. 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 are secured pursuant to the terms of a security agreement securing all Bitcoin presently owned by the Company, as well as the Purchased Bitcoin subsequently acquired. The Company has also paid to Helena a facilitation fee equal to $100,000 on the closing of the First Tranche. Each Warrant issued in the First Tranche entitles Helena to purchase one Common Share until October 31, 2028 at an exercise price of $0.637. The conversion of Convertible Debentures by Helena, the exercise of any Warrants 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 or otherwise holding enough Common Shares to Materially Affect Control 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 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.Prospectus Exemptions . All securities issued in connection with the Private Placement are subject to a statutory hold period of four months and one day from each closing date in accordance with applicable securities legislation. 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 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 unless registered under the U.S. Securities Act and applicable state securities laws, or an exemption from such registration requirements is available.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.Neither the Canadian Securities Exchange nor its Market Regulator accepts responsibility for the adequacy or accuracy of this release.This news release includes statements containing certain"forward‐looking information" within the meaning of applicable securities law . Forward-looking statements in this release include, but are not limited to, statements with respect to the size of the completion of any further, or all anticipated tranches on the terms described herein or at all; 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 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. 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. THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR PUBLICATION, RELEASE OR DISSEMINATION IN THE UNITED STATES.China ends gold tax break in setback for key bullion market Starting on Nov. 1, Beijing will no longer allow retailers to offset a value-added tax when selling gold they bought from the Shanghai Gold Exchange.Angola says national budget will not fund Endiama’s De Beers bidOP-ED: Trump’s trade deals are reshaping America’s critical minerals future For too long, America’s industrial and energy ambitions have been tied to a single point of global processing control.Copper traders and producers in the central Africa copperbelt are now seeking to reroute cargoes from the Port of Dar es Salaam.For decades, thousands of sites associated with abandoned uranium mine waste have remained contaminated — many on or near Navajo and tribal lands.The announcement came at the end of the two-day Group of Seven meeting of energy and environment ministers in Toronto.
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