Vertiqal Studios Closes Private Placement of Secured Debentures

Rhea-AI Summary

Vertiqal Studios (OTC:VERTF) closed a non-brokered private placement of secured debentures, issuing units at USD $1,000 each for aggregate gross proceeds of USD $1,948,000 on April 13, 2026. The Debentures mature October 10, 2027 and bear interest at 13% per annum, payable at maturity.

The Debentures are secured by a first-ranking security interest over all present and after-acquired assets. Insiders subscribed for USD $448,000 of principal, constituting a related party transaction exempt from certain MI 61-101 requirements. Proceeds are intended for general growth capital.

Positive

• Raised USD $1,948,000 in secured debt financing
• Insiders subscribed USD $448,000, indicating insider participation

Negative

• Debentures carry a 13% annual interest payable at maturity, increasing cash burden
• Debentures are secured by a first-ranking security interest, limiting asset availability for creditors or future financing
• Issued securities subject to a four-month plus one day hold period, restricting immediate resale

Toronto, Ontario--(Newsfile Corp. - April 13, 2026) - Vertiqal Studios Corp. (TSX: VRTS) (FSE: 9PY0) (the "Company" or "Vertiqal") - Vertiqal is pleased to announce the closing of a non-brokered private placement through the issuance of secured debentures (each, a "Debenture") at a price of USD$1,000 per Debenture for aggregate gross proceeds of USD$1,948,000 (the "Offering"). The Company intends to use the net proceeds from the Offering for general growth capital purposes.

The issuance of the Debentures pursuant to the Offering was completed on a private placement and prospectus exempt basis, as applicable, such that the issuances are exempt from any applicable prospectus and securities registration requirements. The Debentures will mature on October 10, 2027 (the "Maturity Date") and will bear interest at an interest rate of thirteen percent (13%) per annum, payable on the Maturity Date in arrears. The Debentures will be secured by a first-ranking security interest over all present and after-acquired property and assets of the Company. The Debentures are subject to a hold period of four months plus a day from the date of issuance and the resale rules of applicable securities legislation.

Certain insiders of the Company (the "Insiders") were issued USD$448,000 principal amount of Debentures in the Offering, which participation constituted a "related party transaction" as defined under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). Such participation is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of the Debentures acquired by the Insiders, nor the consideration for the Debentures paid by the Insiders, exceed 25% of the Company's market capitalization. The Company did not file a material change report relating to the Offering less than 21 days before completion of the Offering, as it was not possible to do so in order to complete the Offering in an expeditious manner.

About Vertiqal Studios

Vertiqal Studios, owners of North America's largest gaming and lifestyle network on social media, is a digital strategy, creative, and distribution holding company. The Company specializes in the creation and distribution of viral videos for brands and advertisers to create always-on digital strategies that live authentically in Gen Z and Millennial culture. Vertiqal Studios partners with leading brands to develop strategic solutions, creative ideation, and content production, while also providing distribution and amplification through its owned & operated channels - all delivered with boutique, white-glove service. Its expertise lies in managing over 130 channels across TikTok, Instagram, and Snapchat, while producing over 100+ pieces of content a day for a growing audience of 52 million-plus followers. By having such robust ownership of culture and communities on social, Vertiqal Studios provides innovative advertising solutions for brands such as RBC, Samsung, White Castle, Coca-Cola, ESPN, Chili's, and more. For more information and to join our email subscriber list for direct press releases and newsletters, visit https://vertiqalstudios.com/.

Media Contact
Press Inquiries Email: info@vertiqalstudios.com
Investor Relations Email: ir@vertiqalstudios.com

Forward-Looking Information

This news release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. These statements relate to future events or future performance. All statements other than statements of historical fact may be forward-looking statements or information. The forward-looking statements and information are based on certain key expectations and assumptions made by management of the Company. Although management of the Company believes that the expectations and assumptions on which such forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward-looking statements and information since no assurance can be given that they will prove to be correct.

Forward-looking statements and information are provided for the purpose of providing information about the current expectations and plans of management of the Company relating to the future. Readers are cautioned that reliance on such statements and information may not be appropriate for other purposes, such as making investment decisions. Since forward-looking statements and information address future events and conditions, by their very nature, they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this news release.

The forward-looking statements and information contained in this news release are made as of the date hereof and no undertaking is given to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws. The forward-looking statements or information contained in this news release are expressly qualified by this cautionary statement.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/292156

FAQ

What did Vertiqal Studios (VERTF) issue in the April 13, 2026 private placement?

Vertiqal issued secured debentures at USD $1,000 each for total gross proceeds of USD $1,948,000. According to the company, the Debentures mature on October 10, 2027 and bear interest at 13% per annum payable on the Maturity Date.

How much of the April 2026 offering did insiders of Vertiqal (VERTF) purchase?

Insiders purchased USD $448,000 principal amount of the debentures in the offering. According to the company, that related party participation did not exceed 25% of market capitalization and was exempt from formal MI 61-101 valuation and approval rules.

What security and covenants attach to Vertiqal Studios' (VERTF) debentures issued April 13, 2026?

The debentures are secured by a first-ranking security interest over all present and after-acquired property and assets. According to the company, this creates a secured creditor claim on company assets until the debentures are repaid.

When do Vertiqal (VERTF) debentures issued April 13, 2026 mature and how is interest paid?

The debentures mature on October 10, 2027 with interest at 13% per annum payable in arrears at maturity. According to the company, interest will accumulate and be paid together with principal on the Maturity Date.

What are the resale restrictions on the Vertiqal Studios (VERTF) debentures from the April 2026 offering?

Issued debentures are subject to a hold period of four months plus one day from issuance and applicable resale rules. According to the company, this restricts transferability until the statutory hold period expires.