Universal Digital Inc. — Capital/Financing Update 2025

Nov 4, 2025

FORM 51-102F3
MATERIAL CHANGE REPORT

Item 1. Name and Address of Company

Universal Digital Inc. (the "Company")
1111 West Hastings Street, 15th Floor
Vancouver, B.C., V6E 2J3

Item 2. Date of Material Change

October 24, 2025

Item 3. News Release

News releases with respect to the material change were disseminated by the Company on October 24, 2025 and November 3, 2025 through Newsfile Corp. Copies of the news releases were filed under the Company’s issuer profile on SEDAR+ at www.sedarplus.com.

Item 4. Summary of Material Changes

On October 24, 2025, the Company announced it had entered into a subscription agreement (the "Subscription Agreement") with Helena Global Investment Opportunities 1 Ltd. ("Helena"), pursuant to which the Company agreed to sell and issue to Helena up to $50,000,000 (the "Private Placement") in aggregate principal amount of senior secured convertible debentures (the "Convertible Debentures"). The Subscription Agreement provides for the issuance and sale of up to fourteen (14) separate tranches of Convertible Debentures, as follows: (i) an initial tranche (the "First Tranche") equal to $3,336,364 principal amount of Convertible Debentures (the "First Tranche Subscription Amount"), (ii) twelve (12) separate tranches consisting of a subscription in the amount of $3,636,364 principal amount of Convertible Debentures (the "Subsequent Tranche Subscription Amount"), and (iii) a final tranche (each, a "Subsequent Tranche" and, together with the First Tranche, the "Tranches" or, individually, a "Tranche") consisting of a subscription in the amount of $3,027,268 (the "Final Tranche Subscription Amount" and, together with the First Tranche Subscription Amount and Subsequent Tranche Subscription Amount, the "Subscription Amount").

In connection with the closing of each Tranche, the Company will also issue to Helena Common Share purchase warrants (each, a "Warrant") entitling Helena to purchase such number of Common Shares (the "Warrant Shares") that is equal to up to 25% of the Subscription Amount of each Tranche exercisable for a period of three years from the closing of each Tranche. The Warrants will be exercisable at a price equal to 130% of the closing price of the Common Shares on the trading day immediately preceding the issuance of the Warrants.

Closing of each Subsequent Tranche will be on a date mutually agreed upon by the Company and Helena.

Item 5. Full Description of Material Changes

Pursuant to the Subscription Agreement, on October 31, 2025 (the "First Tranche Closing Date"), the Company closed the First Tranche of the Private Placement of Convertible Debentures with Helena. The Company issued the First Tranche Subscription Amount of Convertible Debentures and 834,091 Warrants exercisable until October 31, 2028 at a price of $0.637 per Warrant Share.

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The Convertible Debentures have a one-year term from the closing date of each Tranche (the "Term"). The Convertible Debentures will be convertible into common shares of the Company (the "Common Shares") at Helena's option at anytime during the Term at a conversion price per Common Share equal to 100% of the closing price of the Common Shares on the Canadian Securities Exchange (the "CSE") on the trading day immediately preceding the submission of a conversion notice, subject to a minimum price equal to $0.30. The Convertible Debentures bear interest at a rate of 17.5% per annum, with interest for the Term paid by the Company in cash on closing of the First Tranche. The Convertible Debentures are secured pursuant to the terms of a security agreement (the "Security Agreement") securing all Bitcoin presently owned by the Company, as well as the Purchased Bitcoin (as defined herein) subsequently acquired. The Company has also paid to Helena a facilitation fee equal to $100,000 on the closing of the First Tranche.

The conversion of Convertible Debentures by Helena, the exercise of any Warrants and the subscription for any Subsequent Tranche of Convertible Debentures, are restricted if such subscription, conversion or exercise would cause Helena, together with any affiliate thereof, to beneficially own in excess of 9.9% of the number of Common Shares outstanding immediately after giving effect to such conversion. In no event shall any issuance by the Company of Convertible Debentures, Warrants or Common Shares underlying either the Convertible Debentures or Warrants be effective or enforceable if such issuance would result in Helena and/or any person acting on combination or concert with Helena becoming a new Control Person (as such term is defined in the policies of the CSE) or otherwise holding enough Common Shares to Materially Affect Control (as such term is defined in the policies of the CSE) of the Company, without first obtaining approval of the holders of Common Shares in accordance with the policies of the CSE or any other exchange upon which the Common Shares were listed or trading.

Pursuant to the Subscription Agreement, the Company is required to use 80% of the net proceeds from each Tranche for the purchase of Bitcoin (the "Purchased Bitcoin") and the remaining 20% of the net proceeds from each Tranche may be used for general working capital purposes. The Purchased Bitcoin, together with the Bitcoin currently owned by the Company, will be held in a custodial account and secured pursuant to the Security Agreement.

Joseph Gunnar & Co., LLC acted as the sole placement agent in connection with the Private Placement.

Item 6. Reliance on subsection 7.1(2) of National Instrument 51-102

Not applicable.

Item 7. Omitted Information

Not applicable.

Item 8. Executive Officer

Peter Rhodes
Chief Financial Officer
Telephone: (289) 646-6252

Item 9. Date of Report

November 4, 2025

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Cautionary Statements

This report includes statements containing certain “forward-looking information” within the meaning of applicable Canadian securities laws (“forward-looking statements”). Forward-looking statements in this report include, but are not limited to, statements with respect to the size or completion of any Subsequent Tranche of the Private Placement on the terms described herein or at all, and the Company’s anticipated use of proceeds from the Private Placement. 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 report. 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 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 report 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 report are made as of the date of this report. 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.