An anonymous representative of Carriage House Wealth reports

CARRIAGE HOUSE WEALTH LTD.'S HOLDINGS OF VERTIQAL STUDIOS CORP

On July 11, 2025, Carriage House Wealth Ltd. (the acquiror), an exempt market dealer and portfolio manager, received and accepted a written request to cede back to its beneficial owner, an arm's-length client of the acquiror, control and direction the acquiror had pursuant to an investment management agreement entered between the client and the acquiror over a deemed aggregate amount of 75,499,400 common shares of Vertiqal Studios Corp., composed of 35,499,400 common shares directly owned by the client but managed pursuant to the investment management agreement and 40 million common shares issuable upon the conversion of a $1-million principal amount convertible debenture of the issuer issued to the client on June 27, 2024, which holding was required to be included in the holding of common shares of the acquiror under the beneficial ownership deeming provision of Section 1.8 of National Instrument 62-104, Take-Over Bids and Issuer Bids, and also pursuant to the investment management agreement.

In addition, on July 11, 2025, the acquiror also received and accepted a written request to cede back control and direction it had under the investment management agreement on two additional convertible debentures of the issuer convertible for an aggregate amount of 50 million common shares issued to the client respectively on Nov. 3 2022 (as amended on Sept. 10, 2024), and May 1, 2025.

Immediately prior to the transfer of the managed common shares and the convertible debentures out of the client's managed account governed by the investment management agreement, the number of common shares the acquiror had direct beneficial ownership or had control and direction under the investment management agreement and under other investment management agreements for arm's-length clients other than the client was 126,646,232 common shares, representing 18.43 per cent of the issuer's issued and outstanding common shares calculated on a partially diluted adjusted basis (that is, considering the deemed issuance of all of the convertible debenture No. 1 40 million underlying common shares) for a total of 687,017,220 issued and outstanding common shares. In addition, immediately prior to the transfer, the acquiror had control or direction over convertible debenture No. 2 and convertible debenture No. 3; however, these debentures were not convertible into common shares until Sept. 10, 2025, and Dec. 1, 2027, respectively, and therefore these two debentures underlying common shares were not included in the above referred calculation.

Following the transfer, the number of common shares over which the acquiror now has direct beneficial ownership or has control and direction under other investment management agreements for arm's-length clients other than the client is 51,146,832 common shares, representing 7.91 per cent of the issuer's 647,017,220 issued and outstanding common shares.

In accordance with applicable securities laws, the acquiror may, from time to time and at any time, acquire additional common shares and/or other equity, debt or other securities or instruments of the issuer in the open market or otherwise, and the acquiror reserves the right to dispose of any or all of such securities in the open market or otherwise at any time and from time to time and to engage in similar transactions with respect to the securities, the whole depending on market conditions, the business and prospects of the issuer, and other relevant factors.

The head office address of the acquiror is located at 2 Victoria Dr., Unit 103, Uxbridge, Ont., L9P 0S2. The issuer's head office is located at 441 King St. W, Unit 200, Toronto, Ont., M5V 1K4.

The acquiror acquired the securities for investment purposes and has no present intention of acquiring additional securities. Depending upon acquiror's evaluation of the business, prospects and financial condition of the issuer, the market for the issuer's securities, general economic and tax conditions, and other factors, the acquiror may acquire more or sell some or all of the securities owned, managed or controlled by the acquiror.

This press release is issued pursuant to early warning requirements of National Instrument 62-103, The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, which also requires the early warning report to be filed in accordance with applicable Canadian securities laws. It amends a prior press release filed by the acquiror under NI 62-103 on Sept. 20, 2024.

For further information please refer to the early warning report to be posted on Vertiqal Studios' SEDAR+ profile or which may be obtained by contacting the acquiror at inquiries@carriagehousewealth.ca or 905-922-3323.