Universal Digital Inc. Announces Second Amendment to Helena Promissory Note

The amended note ties the proposed share settlement to a change of control and the release of pledged security to a cash payment.

Rhea-AI Summary

Universal Digital (LFGMF) signed a second amendment to its US$325,000 convertible note with Helena on September 24, 2026.

Maturity moves from August 15, 2026, to March 1, 2027, with 6% annual simple interest to maturity, subject to default provisions. The company will pay Helena US$175,000 by October 15, 2026; Helena's pledged security will be released upon receipt. Subject to capital adjustments and required approvals, the company will issue a fixed 3,567,000 common shares immediately before or with completion of a change of control transaction on or before March 1, 2027. Helena's receipt of the cash and shares will discharge the note. If the transaction is not completed by that date, the share settlement expires and the unpaid balance remains outstanding.

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Vancouver, British Columbia--(Newsfile Corp. - September 24, 2026) - Universal Digital Inc. (CSE: LFG) (OTCQB: LFGMF) (FSE: 8R20) (the "Company") announces a second amendment dated 24 September 2026 to its US$325,000 convertible promissory note dated May 20, 2026 (the "Note"), held by arm's length lender Helena Global Investment Opportunities 1 Ltd. ("Helena"). Maturity is extended from August 15, 2026 to March 1, 2027, with 6% annual simple interest to maturity, subject to default provisions.

The Company will repay US$175,000 to Helena by October 15, 2026, with Helena's security under its pledge agreement released upon receipt. Subject to capital adjustments and required approvals, the Company will issue a fixed 3,567,000 common shares immediately before or concurrently with the completion of a change of control transaction on or before March 1, 2027. Helena's receipt of the cash payment and shares will fully discharge the Note. If no such transaction is completed by that date, the fixed share settlement will expire and the unpaid balance will remain outstanding under the Note.

Any payment default and related charges are waived provided Helena receives US$175,000 by October 15, 2026 and no subsequent default occurs. Optional conversion is suspended until maturity unless a default permanently ends the suspension. Other Note terms remain unchanged.

The amended conversion terms and share issuance require applicable approvals, including CSE acceptance. Shares issued will be subject to applicable statutory resale restrictions and CSE hold requirements.

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 statements relating to the Company's plans and anticipated benefits of the second amendment to the Note, the timing and completion of the US$175,000 payment, release of Helena's security, issuance of the settlement shares, discharge of the Note, completion of a change of control transaction and receipt of required approvals. 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, timely receipt of the ReYuu share sale proceeds, availability of funds to make the required payment, compliance with the amended Note, receipt of required corporate and regulatory approvals and completion of a change of control transaction on or before March 1, 2027. 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 to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements or information, including, without limitation, delays in receipt of sale proceeds, insufficient funds or failure to make the required payment, subsequent defaults under the Note, failure to obtain required approvals or complete a change of control transaction by March 1, 2027, and failure to realize the anticipated benefits of the amendment. Please see the "Risk Factors" section of the Company's most recent annual information form and its other continuous disclosure filings available on SEDAR+.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/315853

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

When can Helena convert Universal Digital's amended note?

Optional conversion is suspended until maturity unless a default permanently ends the suspension.

What are the conditions for waiving default charges on Universal Digital's Helena note?

Any payment default and related charges are waived provided Helena receives US$175,000 by October 15, 2026, and no subsequent default occurs.

What approvals are needed for Universal Digital's amended conversion terms and share issuance?

The amended conversion terms and share issuance require applicable approvals, including CSE acceptance. Any shares issued will be subject to applicable statutory resale restrictions and CSE hold requirements.