Universal Digital Inc. Strikes Deal to Acquire Strategic Stake in Tokyo Stock Exchange-Listed ReYuu Japan Inc

Rhea-AI Summary

Universal Digital (OTCQB: LFGMF) has signed a definitive agreement with Seacastle Singapore to acquire a strategic position in Tokyo Stock Exchange-listed ReYuu Japan Inc. (TSE: 9425). The deal includes purchasing 200,000 ordinary shares (3.48%) for USD 1.03 million and 8,000 warrants for USD 45,434.

The warrants allow Universal Digital to purchase up to 800,000 additional shares at JPY 579 per share until July 2028. The company also secured an option to acquire 10,000 additional warrants, potentially leading to 1 million more shares. Following the closing, ReYuu may request capital contributions up to USD 100 million for Bitcoin purchases, subject to Universal Digital's discretion.

Positive

• Strategic entry into Asia Pacific's cryptocurrency market through an established Japanese company
• Option to acquire significant additional ownership through warrants until 2028
• Potential for Bitcoin treasury management opportunities up to USD 100 million
• Builds on existing MOU with GFA Co., Ltd. for Bitcoin-based corporate finance strategies

Negative

• Initial stake acquisition represents only 3.48% ownership
• Transaction requires regulatory approvals including Bank of Japan under FEFTA
• Significant capital requirement of USD 1.03 million for initial investment

Agreement provides Universal Digital a platform to enter Asia's dynamic technology and digital asset markets

Vancouver, British Columbia--(Newsfile Corp. - September 2, 2025) - Universal Digital Inc. (CSE: LFG) (OTCQB: LFGMF) (FSE: 8R20) ("Universal Digital" or the "Company") is pleased to announce that it has signed a definitive agreement dated September 1, 2025, with Seacastle Singapore Pte Ltd. ("Seacastle"), to acquire a strategic equity and warrant position in ReYuu Japan Inc., a company listed on the Tokyo Stock Exchange under ticker 9425 ("ReYuu").

Under the terms of the agreement, Universal Digital will acquire:

• 200,000 ordinary shares, representing approximately 3.48% of ReYuu's issued and outstanding share capital, for a total cash consideration of approximately USD 1,030,000 (including an advisory fee of USD 96,000); and
• 8,000 warrants, acquired for USD 45,434. Each warrant entitles Universal Digital to purchase 100 ordinary shares of ReYuu (up to 800,000 shares in total) at an exercise price of JPY 579 per ordinary share, with each warrant expiring on July 23, 2028.

The agreement also grants Universal Digital an option to acquire from Seacastle up to 10,000 additional warrants in ReYuu until July 23, 2028. The purchase price per additional warrant is the lower of JPY 1,000 or a value determined under a Black-Scholes formula agreed by the parties at the time of exercise. Each additional warrant, once acquired, entitles the Company to purchase 100 ordinary shares of ReYuu (up to 1,000,000 shares in total) at an exercise price of JPY 579 per ordinary share until July 23, 2028.

This transaction builds on the non-binding memorandum of understanding signed with GFA Co., Ltd. in June 2025 to explore Bitcoin-based corporate finance strategies in Japan. The transaction is subject to customary closing conditions, including any required regulatory approvals, such as pre-transaction notification through the Bank of Japan under FEFTA, or confirmation that an exemption applies.

Following closing, ReYuu has a non-binding right under the definitive agreement to request capital contributions from Universal Digital of up to USD 100 million for potential Bitcoin purchases, at Universal Digital's sole discretion.

"Signing the definitive agreement to acquire a position in ReYuu Japan Inc. marks a significant step in establishing our presence in Asia Pacific," said Chris Yeung, CEO of Universal Digital. "We believe ReYuu offers a strong platform for introducing scalable, institutional Bitcoin exposure in Japan with the goal of creating long-term value for our shareholders through both equity participation and treasury management opportunities."

Universal Digital's investment in ReYuu is a significant milestone in its strategy to enter Asia Pacific's cryptocurrency market through established Japanese companies. ReYuu, a Tokyo Stock Exchange-listed distributor of used and refurbished mobile devices with a strong enterprise and retail footprint, provides a gateway for Bitcoin adoption in Japan's corporate sector.

Together, the companies plan to introduce scalable Bitcoin treasury and financing models, leveraging ReYuu's network and regulatory standing with Universal Digital's expertise to create replicable structures across Asia's digital asset economy.

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.

About ReYuu
ReYuu is engaged in reuse-related businesses that handle reused mobile terminals, as well as communications terminal equipment rental for corporations. The reuse-related business mainly buys and sells reused communication terminal equipment such as smartphones, tablets, and personal computers.

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 definitive agreement as well as statements relating to the Company's business strategy, market positioning, 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, operating costs, 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 and the Company and Seacastle failing to satisfy closing conditions under the definitive agreement and not realizing the anticipated benefits set out above. 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/264742

FAQ

What is the value of Universal Digital's (LFGMF) acquisition in ReYuu Japan?

Universal Digital is investing USD 1.03 million for 200,000 ordinary shares (3.48% stake) and USD 45,434 for 8,000 warrants in ReYuu Japan.

How many additional ReYuu shares can Universal Digital (LFGMF) acquire through warrants?

Through the warrants, Universal Digital can acquire up to 800,000 additional shares at JPY 579 per share, plus potential for 1 million more shares through additional warrant options.

What is the purpose of Universal Digital's investment in ReYuu Japan?

The investment aims to establish Universal Digital's presence in Asia Pacific and create a platform for introducing institutional Bitcoin exposure in Japan through ReYuu's established network.

What is the potential Bitcoin investment commitment from ReYuu to Universal Digital?

Following the closing, ReYuu has a non-binding right to request capital contributions of up to USD 100 million for Bitcoin purchases, subject to Universal Digital's discretion.

When do Universal Digital's (LFGMF) warrants for ReYuu shares expire?

The warrants expire on July 23, 2028, giving Universal Digital approximately 3 years to exercise their right to purchase additional shares.