Mr. Chris Yeung reports

UNIVERSAL DIGITAL ANNOUNCES CLOSING OF FIRST TRANCHE OF PREVIOUSLY ANNOUNCED CONVERTIBLE DEBENTURE FINANCING

Universal Digital Inc. has closed the first tranche of the previously announced private placement of senior secured convertible debentures and common share purchase warrants with Helena Global Investment Opportunities 1 Ltd. The company issued $3,336,364 of principal amount of convertible debentures and 834,091 warrants in the first tranche.

The company is also pleased to announce that it and Helena have amended the subscription agreement for the convertible debenture financing such that the minimum conversion price for the convertible debentures has been raised from five cents to 30 cents.

The convertible debentures have a one-year term from the date hereof. The convertible debentures are convertible into common shares of the company at Helena's option at any time during the term at a conversion price per common share equal to 100 per cent of the closing price of the common shares on the Canadian Securities Exchange on the trading day immediately preceding the submission of a conversion notice, subject to a minimum price equal to 30 cents. The convertible debentures bear interest at a rate of 17.5 per cent per annum, with interest for the term paid by the company in cash on closing of the first tranche. The convertible debentures are secured pursuant to the terms of a security agreement securing all bitcoin presently owned by the company as well as the purchased bitcoin (as defined herein) subsequently acquired. The company has also paid to Helena a facilitation fee equal to $100,000 on the closing of the first tranche.

Each warrant issued in the first tranche entitles Helena to purchase one common share until Oct. 31, 2028, at an exercise price of 63.7 cents.

The conversion of convertible debentures by Helena, the exercise of any warrants and the subscription for any further convertible debentures are restricted if such subscription, conversion or exercise would cause Helena, together with any affiliate thereof, to beneficially own in excess of 9.9 per cent of the number of common shares outstanding immediately after giving effect to such conversion. In no event shall any issuance by the company of convertible debentures, warrants or common shares underlying either the convertible debentures or warrants be effective or enforceable if such issuance would result in Helena and/or any person acting on combination or concert with Helena becoming a new control person (as such term is defined in the policies of the CSE) or otherwise holding enough common shares to materially affect control (as such term is defined in the policies of the CSE) of the company, without first obtaining approval of the holders of common shares in accordance with the policies of the CSE or any other exchange upon which the common shares were listed or trading.

Pursuant to the subscription agreement, the company is required to use 80 per cent of the net proceeds from each tranche for the purchase of bitcoin and the remaining 20 per cent of the net proceeds from each tranche may be used for general working capital purposes. The purchased bitcoin, together with the bitcoin currently owned by the company, will be held in a custodial account and secured pursuant to the security agreement.

Joseph Gunnar & Co. LLC acted as the sole placement agent in connection with the private placement.

Helena is an accredited investor as such term is defined in National Instrument 45-106, Prospectus Exemptions. All securities issued in connection with the private placement are subject to a statutory hold period of four months and one day from each closing date in accordance with applicable securities legislation.

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.

We seek Safe Harbor.