Universal Digital Inc. Announces Approval of AGM Matters

Rhea-AI Summary

Universal Digital Inc. (OTCQB: LFGMF) held its annual general and special meeting on September 24, 2025, with shareholders voting on several key matters. The meeting saw participation representing 14.88% of outstanding shares (10,444,571 common shares). All director nominees were unanimously elected with 100% approval.

Shareholders approved significant items including the ratification of past directors, appointment of auditors, a new 20% rolling Long-Term Incentive Plan, and notably, an amended Investment Policy that removes restrictions on digital asset holdings. The amended policy eliminates the previous 25% cap on digital assets as a percentage of total assets, pending CSE approval or successful re-listing on another exchange.

Positive

• Unanimous approval (100%) for all director nominees
• Shareholders approved removal of 25% digital asset holding restriction, allowing greater investment flexibility
• Implementation of new Long-Term Incentive Plan offering multiple equity-based compensation options

Negative

• Low shareholder participation with only 14.88% of outstanding shares voted
• Implementation of amended Investment Policy is conditional on regulatory approval or exchange re-listing

Vancouver, British Columbia--(Newsfile Corp. - September 25, 2025) - Universal Digital Inc. (CSE: LFG) (FSE: 8R20) (OTCQB: LFGMF) (the "Company" or "Universal Digital") is pleased to report the voting results for the Company's annual general and special meeting of shareholders (the "Meeting") held on September 24, 2025, in Vancouver, British Columbia.

A total of 10,444,571 common shares were voted at the meeting, representing 14.88% of the votes attached to all outstanding common shares. Shareholders voted in favour of all items of business before the meeting, including the election of all director nominees as follows:

Director	Votes For	% For	Votes Withheld	% Withheld
Timothy Chan	10,444,571	100%	Nil	nil
Joshua Mann	10,444,571	100%	Nil	nil
Christian Kaczmarczyk	10,444,571	100%	Nil	nil
Christopher Yeung	10,444,571	100%	Nil	nil

 

The shareholders also approved:

(1) the ratification of the election of the past directors of the Company for the year ended January 31, 2025;
(2) the ratification and appointment of Dale Matheson Carr-Hilton Labonte LLP, Chartered Professional Accountants as auditors for the financial year ended January 31, 2025, and approval for the Board of Directors to fix the auditors' remuneration;
(3) the re-appointment of Dale Matheson Carr-Hilton Labonte, LLP Chartered Professional Accountants, as auditor of the Company to hold office for the ensuing year and that the directors of the Company be authorized to fix the auditors' remuneration;
(4) approval of the Company's Long-Term Incentive Plan dated May 8, 2023;
(5) approval of the Company's amended Investment Policy; and
(6) the ratification of previous acts.

Results of the shareholder votes on these items are set forth below:

Resolution	Outcome of Vote	Votes For	% For	Votes Against	Votes Withheld	% Against or Withheld
Ratification of Past Directors	Carried	10,444,571	100%	Nil	Nil	nil
Ratification of Appointment of Auditors	Carried	10,444,571	100%	Nil	Nil	nil
Appointment of Auditors	Carried	10,444,471	99.999%	Nil	100	0.001%
Approval of Long-Term Incentive Plan	Carried	10,444,471	99.999%	100	Nil	0.001%
Approval of Investment Policy Amendment	Carried	10,444,471	99.999%	100	Nil	0.001%
Ratification of Previous Acts	Carried	10,444,471	99.999%	100	Nil	0.001%

 

The Long-Term Incentive Plan is a twenty percent (20%) rolling plan, pursuant to which the Board of Directors may grant to eligible participants stock options, restricted share units, performance share units and and other share-based awards as described in the plan, to acquire common shares of the Company (each, a "Share"). Please see the Circular for further information on the Long-Term Incentive Plan.

The amended Investment Policy, was approved by the Board of Directors on August 8, 2025 and removes the restriction on the Company's ability to: (a) hold digital assets until such time as digital assets represent 25% or less of the value of the Company's total assets; and (b) acquire digital assets where such acquisition would result in digital assets representing more than 25% of the value of the Company's total assets and the implementation of the policy is conditional upon either (i) receipt of CSE approval for the amended Investment Policy, or (ii) the successful re-listing of the Company's shares on another recognized stock exchange that does not impose such a restriction.

For further information regarding the matters considered at the Meeting, readers are encouraged to review the Circular, a copy of which is available under the profile for the Company on SEDAR+ (www.sedarplus.ca) and available on the Company's website.

About Universal Digital Inc.

Universal Digital Inc. 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.

For further information contact:

Chris Yeung
Chief Executive Officer and Director
Email: IR@universaldigital.io
Phone: (289) 646-6252
www.universaldigital.io

Neither the Canadian Securities Exchange nor its Market Regulator (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release.

Cautionary Statements This news release includes statements containing certain "forward‐looking information" within the meaning of applicable Canadian securities laws ("forward‐looking statements"). Forward-looking statements in this release include, but are not limited to, statements with respect to the Company's ability to obtain approval from the Canadian Securities exchange of the amended investment policy and the Company's ability to achieve a successful re-listing of the Company's shares on another recognized stock exchange that does not impose such a restriction to its investment policy. Forward‐looking statements are frequently characterized by words such as "plan", "continue", "expect", "project", "intend", "should", "believe", "anticipate", "estimate", "may", "will", "potential", "proposed" and other similar words, or statements that certain events or conditions "may" or "will" occur. These statements are only predictions. Various assumptions were used in drawing the conclusions or making the projections contained in the forward‐looking statements throughout this news release. Forward‐looking statements are based on the opinions and estimates of management at the date the statements are made and are subject to a variety of risks and uncertainties (including market conditions) and other factors that could cause actual events or results to differ materially from those projected in the forward‐looking statements, including the Company not receiving approval from the Canadian Securities Exchange to amend its investment policy or the Company not achieving a successful re-listing of the Company's shares on another recognized stock exchange that does not impose such a restriction to its investment policy, and those risk factors described in the Company's most recent Annual Information Form filed with Canadian securities regulators and available on the Company's issuer profile on SEDAR+ at www.sedarplus.ca. Although the Company believes that the assumptions and factors used in preparing the forward-looking statements in this news release are reasonable, undue reliance should not be placed on such information and no assurance can be given that such events will occur in the disclosed time frames or at all. The forward-looking statements included in this news release are made as of the date of this news release. The Company is under no obligation, and expressly disclaims any intention or obligation, to update or revise any forward‐looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable law.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/267942

FAQ

What were the key voting results at Universal Digital's (LFGMF) 2025 AGM?

All resolutions passed with overwhelming support (99.999% or higher). All four director nominees were elected unanimously with 100% approval, representing 10,444,571 voted shares.

What changes were made to Universal Digital's (LFGMF) Investment Policy in 2025?

The amended Investment Policy removes the 25% cap restriction on digital asset holdings, pending CSE approval or re-listing on another exchange, giving the company more flexibility in digital asset investments.

What is Universal Digital's (LFGMF) new Long-Term Incentive Plan?

The approved plan is a 20% rolling plan allowing the Board to grant stock options, restricted share units, performance share units, and other share-based awards to eligible participants.

How many shareholders participated in Universal Digital's (LFGMF) 2025 AGM?

A total of 10,444,571 common shares were voted, representing 14.88% of all outstanding shares.

Who are the auditors appointed for Universal Digital (LFGMF)?

Dale Matheson Carr-Hilton Labonte LLP, Chartered Professional Accountants, were re-appointed as auditors for the ensuing year.