Universal Digital Announces Closing of First Tranche of Previously Announced Convertible Debenture Financing

Vancouver, British Columbia--(Newsfile Corp. - November 3, 2025) - Universal Digital Inc. (CSE: LFG) (FSE: 8R20) (OTCQB: LFGMF) (the "Company") is pleased to announce the Company has closed the first tranche (the "First Tranche") of the previously announced private placement of senior secured convertible debentures (the "Convertible Debentures") and common share purchase warrants (the "Warrants") with Helena Global Investment Opportunities 1 Ltd. ("Helena"). The Company issued $3,336,364 of principal amount of Convertible Debentures and 834,091 Warrants in the First Tranche.

The Company is also pleased to announce that it and Helena have amended the subscription agreement (the "Subscription Agreement") for the Convertible Debenture financing such that the minimum conversion price for the Convertible Debentures has been raised from $0.05 to $0.30.

The Convertible Debentures have a one-year term from the date hereof (the "Term"). The Convertible Debentures are 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 $0.30. 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 (the "Security Agreement") securing all Bitcoin presently owned by the Company, as well as the Purchased Bitcoin (as defined herein) 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 (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.