Mr. Lynn Chapman reports

THREED CAPITAL INC. ISSUES EARLY WARNING REPORT IN CONNECTION WITH ACQUISITION OF SECURITIES OF INFINITII AI INC.

Through the completion of a recent private placement and issuance of convertible debentures on Dec. 14, 2023, ThreeD Capital Inc. and Sheldon Inwentash (the joint actor) acquired ownership and control of an aggregate of one million common shares of Infinitii AI Inc., one million common share purchase warrants and unsecured convertible debentures convertible into four million units of the company. Each subject debenture unit consists of one common share of the company and one warrant for the purchase of one common share. As a result of the acquisitions, the percentage ownership held by ThreeD and the joint actor increased by 4.5 per cent from the last early warning report filed in connection with the acquisition of Infinitii securities, from which ThreeD, along with the joint actor, reported as 21.4-per-cent ownership on a partially diluted basis, assuming the exercise of warrants and convertible debentures held.

Immediately prior to the acquisitions, ThreeD and the joint actor owned and controlled an aggregate of 17,659,000 common shares, one million stock options, and convertible debentures entitling ThreeD and the joint actor to acquire five million common shares and five million common share purchase warrants of the company, representing approximately 14 per cent of all issued and outstanding common shares of Infinitii (or approximately 20.9 per cent on a partially diluted basis, assuming exercise of the warrants, stock options and convertible debentures held). Of this total, ThreeD held an aggregate of 17,659,000 common shares, and convertible debentures entitling ThreeD to acquire four million common shares and four million common share purchase warrants, representing approximately 14 per cent of the issued and outstanding common shares of Infinitii (or approximately 19.1 per cent on a partially diluted basis, assuming exercise of the convertible debentures held). The joint actor held one million stock options, and convertible debentures entitling the joint actor to acquire one million common shares and one million common share purchase warrants, representing nil per cent of the issued and outstanding common shares of Infinitii (or approximately 2.3 per cent on a partially diluted basis, assuming exercise of the convertible debentures held).

Immediately following the acquisitions, ThreeD and the joint actor own and control an aggregate of 18,659,000 common shares, one million common share purchase warrants, one million stock options, and convertible debentures entitling ThreeD and the joint actor to acquire nine million common shares and nine million common share purchase warrants of the company, representing approximately 14.4 per cent of all issued and outstanding common shares of Infinitii (or approximately 25.9 per cent on a partially diluted basis, assuming exercise of the warrants, stock options and convertible debentures held). Of this total, ThreeD held an aggregate of 17,659,000 common shares and convertible debentures entitling ThreeD to acquire eight million common shares and eight million common share purchase warrants, representing approximately 13.6 per cent of the issued and outstanding common shares of Infinitii (or approximately 23.1 per cent on a partially diluted basis assuming the exercise of the convertible debentures held). The joint actor held one million common shares, one million common share purchase warrants, one million stock options, and convertible debentures entitling the joint actor to acquire one million common shares and one million common share purchase warrants, representing 0.8 per cent of the issued and outstanding common shares of Infinitii (or approximately 3.7 per cent on a partially diluted basis, assuming exercise of the warrants, stock options and convertible debentures held).

The acquisitions were conducted through a private placement and not through the facilities of any stock exchange. Holdings of securities of the company by ThreeD and the joint actor are managed for investment purposes. ThreeD and the joint actor could increase or decrease their investments in the company at any time, or continue to maintain their current position, depending on market conditions or any other relevant factor.

The subject units were acquired pursuant to a $50,000 debt settlement agreement, while the subject debentures were acquired for $200,000.

About ThreeD Capital Inc.

ThreeD is a publicly traded Canadian-based venture capital firm focused on opportunistic investments in companies in the junior resources and disruptive technologies sectors. ThreeD's investment strategy is to invest in multiple private and public companies across a variety of sectors globally. ThreeD seeks to invest in early-stage, promising companies where it may be the lead investor, and can additionally provide investees with advisory services and access to the company's ecosystem.