Mr. Timothy Chan reports

UNIVERSAL DIGITAL ANNOUNCES AGREEMENT TO ACQUIRE REMAINING EQUITY IN GEOMETRIC GALAXY LTD.

Universal Digital Inc., on May 13, 2025, entered into a definitive share exchange agreement to acquire the remaining 81-per-cent equity interest in Geometric Galaxy Ltd. (GGL), a British Virgin Islands company that owns and operates BullWave, a SaaS (software-as-a-service) analytics platform for crypto traders.

Universal Digital previously acquired a 19-per-cent equity interest in GGL as part of its change of business and rebranding strategy. This new transaction, once completed, will result in Universal Digital holding a 100-per-cent ownership of GGL, consolidating full control of the BullWave platform.

Pursuant to the terms of the agreement, the company will issue an aggregate of 20,828,572 common shares at a deemed price of 35 cents per share to the remaining GGL shareholders in exchange for 810 common shares of GGL, representing the balance of the issued and outstanding equity capital of GGL. The closing of the transaction is subject to customary closing conditions, including receipt of any required regulatory approvals.

The consideration shares will be subject to a statutory four-month hold period. In addition, GGL shareholders have agreed to a voluntary lock-up for the consideration shares, with staggered releases expiring on July 31, 2026.

BullWave is an analytics and portfolio insights platform designed to support crypto traders through real-time market signals, intelligent portfolio tracking and performance benchmarking tools. The platform does not custody assets or facilitate crypto trading.

Following completion of the acquisition, GGL will continue to be led by its co-founders Warren Hui (chief executive officer) and Andrew Lam (chief investment officer), both of whom bring deep domain expertise across digital assets, advanced trading strategies and technology investing.

Mr. Hui is the CEO and co-founder of GGL, with a background spanning investments in crypto, blockchain, AI (artificial intelligence), deep technology and the consumer internet. Mr. Hui is also a founder and partner at Soul Ventures, a venture capital fund focused on disruptive technology. At Soul Ventures, Mr. Hui has led investments in OpenAI, Neuralink, SpaceX, Epic Games and Reddit, and currently serves as a general partner at Type One Ventures and an adviser at Smash Capital. Mr. Hui previously worked in investment banking at Morgan Stanley, focusing on IPOs (initial public offerings), M&As (mergers and acquisitions) and capital raising across Asia-Pacific, and began his career in debt capital markets at Morgan Stanley.

Mr. Lam, CIO and co-founder of GGL, is also the founder and portfolio manager of 45 Degree Markets, where he manages a high performance portfolio using arbitrage strategies that have delivered annualized returns of over 50 per cent. He was recognized as the most profitable trader on BitMEX in Q2 (second quarter) 2021 and held the highest trading volume on the platform in September, 2021. Mr. Lam previously served as a bookrunner of Commonwealth Options at HSBC.

"We're thrilled to now move toward full ownership of BullWave," said Timothy Chan, chief executive officer of Universal Digital. "This acquisition aligns directly with our strategy of integrating scalable digital infrastructure. With BullWave under our full control, we'll have a powerful analytics platform at the core of our portfolio and one that supports long-term value creation for shareholders and accelerates our digital investment road map."

About Universal Digital Inc.

Universal Digital is a Canadian investment company focused on digital assets, businesses, and private and publicly listed entities that are involved in high-growth industries, with a particular focus on blockchain, cryptocurrencies and cryptocurrency technologies. The company aims to provide shareholders with long-term capital growth through a diversified investment approach and to participate in the transformation of global finance through the integration of digital asset strategies.

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