Universal Digital Inc. Announces Debt Settlements, Strategic Agreements, and RSU and Option Grants

Rhea-AI Summary

Universal Digital Inc. (OTCQB: LFGMF) has announced several strategic agreements and equity compensation arrangements. The company has entered into debt settlement agreements to resolve $200,400 in debt through the issuance of 334,000 common shares at $0.60 per share.

The company signed a 12-month marketing agreement with Outside The Box Capital Inc. for $200,000 cash and 334,000 stock options at $0.60 per share. Additionally, Universal Digital secured a strategic advisory agreement with a consultancy focused on blockchain and AI, granting 1,500,000 RSUs vesting on October 1, 2025.

Positive

• Debt reduction of $200,400 through equity conversion at $0.60 per share
• Strategic expansion of marketing and digital presence through comprehensive 12-month OTB agreement
• Addition of blockchain and AI advisory expertise through new consultancy agreement

Negative

• Potential dilution from issuance of 334,000 shares for debt settlement
• Additional dilution from 334,000 stock options and 1,500,000 RSUs
• Significant cash commitment of $200,000 for marketing services

Vancouver, British Columbia--(Newsfile Corp. - September 26, 2025) - Universal Digital Inc. (CSE: LFG) (FSE: 8R20) (OTCQB: LFGMF) (the "Company") is pleased to announce it has entered into multiple agreements to advance its strategic growth and capital markets initiatives.

Debt Settlement Agreements
On September 26, 2025, the Company entered into agreements to settle outstanding indebtedness of $200,400 through the issuance of 334,000 common shares at a deemed price of $0.60 per share. The securities to be issued will be subject to a statutory four-month and one-day hold period in accordance with applicable securities laws and remain subject to approval by the Canadian Securities Exchange.

Outside the Box Capital Marketing Agreement
On September 26, 2025, the Company entered into an agreement with Outside The Box Capital Inc. ("OTB") for the provision of marketing and content distribution services.

The services will run for twelve months beginning September 26, 2025, and include social media strategy, community awareness campaigns, and distribution of Company-approved content across platforms such as Reddit, Discord, Telegram, X (formerly Twitter), and StockTwits. OTB will also support brand and awareness initiatives through influencer collaborations and digital campaigns targeting investor audiences.

As consideration, the Company has agreed to pay C$200,000 in cash ($150,000 on execution and $50,000 at 3 months) and has granted 334,000 stock options under its Long-Term Incentive Plan to OTB. The options are exercisable at $0.60 per share until September 26, 2026, and will vest in four equal tranches of 83,500 on September 26, 2025, December 27, 2025, March 27, 2026, and June 27, 2026.

OTB and its principal, Jason Coles, are arm's length parties to the Company and currently do not hold any securities of the Company. The Company confirms that OTB will not provide market making services and compensation is not contingent on market performance or trading volume.

OTB Contact Information:
Outside The Box Capital Inc.
2202 Green Orchard Place
Oakville, Ontario, L6H 4V4
Attention: Jason Coles
Email: jason@outsidethebox.capital
Phone: (289) 259-4455

Strategic Advisory Agreement
On September 26, 2025, the Company entered into a corporate advisory agreement with an arm's length consultancy to provide strategic advisory services in the areas of blockchain, AI, technology integration, partnerships, and stakeholder engagement.

As consideration, the Company has agreed to grant 1,500,000 Restricted Share Units (RSUs) under its Long-Term Incentive Plan. The RSUs will vest on October 1, 2025 and will be subject to the provisions of the Long-Term Incentive Plan and applicable securities laws.

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.

Forward-Looking Information

Certain statements in this release constitute "forward-looking statements" or "forward-looking information" within the meaning of applicable securities laws including, without limitation, statements relating to the anticipated closing and approval of the Company's debt settlement agreements; the expected strategic and market benefits of the Company's corporate advisory agreement and the marketing agreement with Outside The Box Capital Inc.; the Company's ability to advance its digital-asset investment strategy, market positioning, investor awareness, and stakeholder engagement; the anticipated outcomes of RSU and option grants under the Company's Long-Term Incentive Plan; as well as statements relating to the Company's overall business strategy, investor engagement, regulatory approvals, the availability of capital, anticipated timelines, and general economic, financial, market and political conditions. Such statements can be identified by the use of words such as "may", "would", "could", "will", "intend", "expect", "believe", "plan", "anticipate", "estimate", "scheduled", "forecast", "predict" and other similar terminology, or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. These statements reflect the Company's current expectations regarding future events, performance and results and speak only as of the date of this release.

Forward-looking statements and information contained herein are based on certain factors and assumptions regarding, among other things, the Company continuing its anticipated business strategy, including, without limitation, availability of capital to complete proposed transactions or pursue its strategic initiatives; expectations with respect to market conditions, investor engagement, regulatory approvals, anticipated timelines and operating costs; that counterparties (including the corporate advisor and Outside The Box Capital Inc.) will perform their contractual obligations; that the Company can access financing on acceptable terms; and other business and economic considerations. While the Company considers its assumptions to be reasonable as of the date hereof, forward-looking statements and information are not guarantees of future performance and readers should not place undue importance on such statements as actual events and results may differ materially from those described herein. The Company does not undertake to update any forward-looking statements or information except as may be required by applicable securities laws.

Such statements and information involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements or information, including, without limitation, availability of capital to complete proposed transactions or pursue its strategic initiatives; failure to obtain required approvals or satisfy closing conditions for the debt settlement transactions; the risk that the Company does not realize the anticipated benefits of its strategic and marketing agreements; reliance on third parties over whom the Company has no control; changes in general economic, market or regulatory conditions (in Canada or elsewhere); and volatility in digital-asset and capital markets. Please see the "Risk Factors" section of the Company's most recent annual information form dated June 3, 2025 for the year ended January 31, 2025.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/268229

FAQ

How much debt is Universal Digital (LFGMF) settling through share issuance?

Universal Digital is settling $200,400 of debt through the issuance of 334,000 common shares at a deemed price of $0.60 per share.

What are the terms of Universal Digital's marketing agreement with Outside The Box Capital?

The 12-month agreement includes $200,000 in cash payments ($150,000 upfront, $50,000 at 3 months) and 334,000 stock options at $0.60 per share, vesting quarterly through June 2026.

How many RSUs is Universal Digital (LFGMF) granting under the strategic advisory agreement?

Universal Digital is granting 1,500,000 RSUs under its Long-Term Incentive Plan, which will vest on October 1, 2025.

What services will Outside The Box Capital provide to Universal Digital?

OTB will provide marketing and content distribution services, including social media strategy, community awareness campaigns, and content distribution across platforms like Reddit, Discord, Telegram, X, and StockTwits.