An anonymous director reports

VERTIQAL STUDIOS CLOSES PRIVATE PLACEMENT OF SECURED DEBENTURES

Vertiqal Studios Corp. has closed a non-brokered private placement through the issuance of secured debentures at a price of $1,000 (U.S.) per debenture for aggregate gross proceeds of $1,948,000 (U.S.). The company intends to use the net proceeds from the offering for general growth capital purposes.

The issuance of the debentures pursuant to the offering was completed on a private placement and prospectus exempt basis, as applicable, such that the issuances are exempt from any applicable prospectus and securities registration requirements. The debentures will mature on Oct. 10, 2027 (the maturity date) and will bear interest at an interest rate of 13 per cent per annum, payable on the maturity date in arrears. The debentures will be secured by a first-ranking security interest over all present and after-acquired property and assets of the company. The debentures are subject to a hold period of four months plus a day from the date of issuance and the resale rules of applicable securities legislation.

Certain insiders of the company were issued $448,000 (U.S.) principal amount of debentures in the offering, which participation constituted a related party transaction as defined under Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions. Such participation is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of the debentures acquired by the insiders, nor the consideration for the debentures paid by the insiders, exceed 25 per cent of the company's market capitalization. The company did not file a material change report relating to the offering less than 21 days before completion of the offering, as it was not possible to do so in order to complete the offering in an expeditious manner.

About Vertiqal Studios Corp.

Vertiqal Studios, owners of North America's largest gaming and lifestyle network on social media, is a digital strategy, creative and distribution holding company. The company specializes in the creation and distribution of viral videos for brands and advertisers to create always-on digital strategies that live authentically in Gen Z and Millennial culture. Vertiqal Studios partners with leading brands to develop strategic solutions, creative ideation and content production, while also providing distribution and amplification through its owned and operated channels -- all delivered with boutique, white-glove service. Its expertise lies in managing over 130 channels across TikTok, Instagram and Snapchat, while producing over 100-plus pieces of content a day for a growing audience of 52 million plus followers. By having such robust ownership of culture and communities on social, Vertiqal Studios provides innovative advertising solutions for brands such as RBC, Samsung, White Castle, Coca-Cola, ESPN, Chili's and more.

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