An anonymous representative of MV Capital reports
MV CAPITAL LP FILES EARLY WARNING REPORT PURSUANT TO NATIONAL
INSTRUMENT 61-103
Effective June 19, 2026, MV Capital LP has acquired 5,000 convertible debenture units
of Light AI Inc. at a price of $1,000 per unit on a private
placement basis through the facilities of Cboe Canada. Each unit consists
of: (i) a 12 per cent convertible debenture of the issuer in the
principal amount of $1,000; and (ii) 8,000 common share purchase warrants exercisable for 36 months from the date of issuance to purchase one common
share of the issuer at an exercise price of 25 cents per warrant
share, subject to adjustments in certain events. Each convertible debenture is
convertible into common shares of the issuer at a price of
12.5 cents per debenture share with interest on the principal amount accruing interest
quarterly and payable on the earlier of 24 months from the date of issuance, prepayment
or upon conversion. Pursuant to the investment agreement entered into between MV
Capital and the issuer, MV Capital will not convert the convertible debentures or exercise
the warrants if any such conversion or exercise will result in MV Capital owning greater
than 19.9 per cent of the issued and outstanding common shares of the issuer unless the issuer
first obtains approval of its shareholders and Cboe. Assuming that the applicable
approvals have been obtained, the total principal amount of the convertible debentures
will be convertible by MV Capital into 40 million debenture shares. MV Capital may
also exercise the warrants to acquire 40 million warrant shares, which in the aggregate
with the debenture shares represent approximately 39.49 per cent of the issued and
outstanding common shares of the issuer.
MV Capital did not own any common shares of the issuer prior to the purchases.
MV Capital acquired the securities of the issuer for investment purposes. MV Capital may,
in the future, participate in financings and/or acquire or dispose of securities of the issuer
in the market, privately or otherwise, subject to a number of factors, including general
market conditions and other available investment and business opportunities, or may
undertake any action similar to any of those enumerated in items (a) to (k) of Section 5 of
its early warning report.
A copy of the early warning report filed by MV Capital under applicable securities laws
shall be available under the issuer's profile on SEDAR+.
Pursuant to an investment agreement between the issuer and the acquiror, the issuer agreed not to
convert any outstanding principal of the convertible debenture or exercise any warrants, individually or
jointly with any associates, affiliates or any other person to hold an undiluted basis greater than 19.9 per cent of
the issued and outstanding common shares of the issuer without the issuer first obtaining approval of its
shareholders and Cboe.
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