Vertiqal Studios Closes Private Placement of Convertible Debentures, Co-Led by Globacor and Carriage House Wealth, PJ Bujouves to Join Board

Toronto, Ontario--(Newsfile Corp. - May 1, 2025) - Vertiqal Studios Corp. (TSX: VRTS) (OTC Pink: VERTF) (FSE: 9PY0) (the "Company" or "Vertiqal Studios") - Vertiqal Studios, one of North America's largest owners of gaming and lifestyle social media channels, is pleased to announce the closing of a non-brokered private placement co-led by Globacor Capital Inc. ("Globacor") and Carriage House Wealth on behalf of The Aune Foundation ("TAF") and through the issuance of unsecured convertible debentures (each, a "Debenture") at a price of $1,000 per Debenture for aggregate gross proceeds of $1,550,000 (the "Offering"). Each of Globacor and TAF subscribed for $750,000 principal amount of Debentures. The Company intends to use the net proceeds from the Offering for general working capital purposes.

The issuance of the Debentures pursuant to the Offering was (and, if applicable, the underlying common shares of the Company ("Common Shares") upon conversion of the Debentures shall be) completed on a private placement and prospectus exempt basis, as applicable, such that the issuances are (or in the case of any underlying Common Shares, shall be) exempt from any applicable prospectus and securities registration requirements.

The Debentures will mature on May 1, 2027 (the "Maturity Date") and will bear interest at an interest rate of fifteen percent (15%) per annum, payable on the Maturity Date in arrears.

At any time from and including the date that is six months prior to the Maturity Date and up to the close of business on the last business day immediately preceding the Maturity Date, holders of Debentures have the right, at the holder's option, to convert into Common Shares all or a portion of: (A) the principal amount outstanding under the Debentures at $0.025 per Common Share (the "Conversion Price"); or (B) the accrued but unpaid interest under the Debentures at the greater of: (i) the Conversion Price; or (ii) the volume weighted average trading price of the Common Shares on the Toronto Stock Exchange for the five business days preceding the date of conversion, less applicable discounts in accordance with the policies of the Exchange, subject to adjustments.