Universal Digital Announces Up To $2 Million Brokered Private Placement - Seite 2

The Offering is expected to close on or about September 18, 2025, or such other date as may be agreed upon by the Company and the Lead Agent, on behalf of the Agents (the "Closing Date") and is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory approvals, including the approval of the Canadian Securities Exchange ("CSE"). There can be no assurances that the Offering will be completed on the terms set out herein, or at all, or that the proceeds of the Offering will be sufficient for the purposes of the Company set out herein.

Subject to compliance with applicable regulatory requirements and in accordance with the Listed Issuer Financing Exemption, the Units will be offered for sale to purchasers resident in Canada, except Québec, and other qualifying jurisdictions. Subject to the rules and policies of the CSE, the securities issued in the Offering pursuant to the Listed Issuer Financing Exemption will not be subject to a hold period pursuant to applicable Canadian securities laws.

There is an offering document prepared in the form prescribed by Form 45-106F19 under Canadian securities laws, relating to the Offering (the "Offering Document") that can be accessed under the Company's profile at www.sedarplus.ca and on the Company's website at www.universaldigital.io. Prospective investors should read the Offering Document before making an investment decision.

The securities offered have not been registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), and may not be offered or sold to, or for the account or benefit of, persons in the "United States" or "U.S. persons" (as such terms are defined in Regulation S under the U.S. Securities Act) absent registration under the U.S. Securities Act and all applicable state securities laws or pursuant to an exemption from such registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

The Company anticipates that certain insiders of the Company may purchase Units issued as part of the Offering. As such, the Offering may be considered a "related party transaction" for purposes of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). Pursuant to MI 61-101, if certain insiders of the Company participate in the Offering, the Company will file a material change report providing disclosure in relation to each "related party transaction" on SEDAR+ under the Company's issuer profile at www.sedarplus.ca. The Company has not filed a material change report more than 21 days before the expected Closing Date as the details of the Offering and the participation therein by the "related parties" of the Company were not settled at such time. If certain insiders of the Company participate in the Offering, the Company expects to rely on exemptions from the formal valuation and minority shareholder approval requirements available under MI 61-101. The Company would be exempt from the formal valuation requirement in section 5.4 of MI 61-101 in reliance on section 5.5(a) of MI 61-101 as the fair market value of the transaction, insofar as it may involve interested parties, will not exceed 25% of the Company's market capitalization. Additionally, the Company would be exempt from minority shareholder approval requirement in section 5.6 of MI 61-101 in reliance on section 5.7(1)(a) as the fair market value of the transaction, insofar as it involves interested parties, will not exceed 25% of the Company's market capitalization.