AI assistant
Universal Digital Inc. — Share Issue/Capital Change 2025
Jul 30, 2025
48276_rns_2025-07-29_eb6e5185-a2f0-48de-a441-896cd1e25431.pdf
Share Issue/Capital Change
Open in viewerOpens in your device viewer
FORM 51-102F3
MATERIAL CHANGE REPORT
ITEM 1. NAME AND ADDRESS OF COMPANY
Universal Digital Inc. (formerly Minas Metals Ltd.) (the "Company")
15th Floor, 1111 West Hastings St.
Vancouver, British Columbia V6E 2J3
ITEM 2. DATE OF MATERIAL CHANGE
December 16, 2024
ITEM 3. NEWS RELEASE
A news release with respect to the material change on December 16, 2024 was issued by the Company through Newsfile Corp. December 16, 2024 and filed on SEDAR+ (www.sedarplus.ca) under the Company's issuer profile on December 16, 2024.
ITEM 4. SUMMARY OF MATERIAL CHANGE
On December 16, 2024, the Company announced a consolidation (the "Consolidation") of the outstanding share capital of the Company on a one-for-ten basis, and the settlement (the "Debt Settlement") of outstanding indebtedness (the "Indebtedness") totaling $300,000 through the issuance of 6,000,000 post-Consolidation common shares at a deemed price of $0.05.
ITEM 5.1 FULL DESCRIPTION OF MATERIAL CHANGE
On December 16, 2024, the Company entered into debt settlement agreements with five arm's length creditors (the "Creditors"), pursuant to which the Company agreed to issue an aggregate of 6,000,000 common shares in the capital of the Company (the "Settlement Shares") at a deemed price of $0.05 per share in full and final settlement the Indebtedness.
The Settlement Shares were issued to five persons, who immediately prior to the Debt Settlement, were each owed no less than $60,000, which largely had been acquired from other third parties. The terms of the Debt Settlement were the result of arm's length negotiations between the Company and the creditors holding the Indebtedness.
The Company also announced the Consolidation. As a result of the Consolidation, the Company's then outstanding 64,419,461 common shares were reduced to approximately 6,441,946 common shares prior to completion of the Debt Settlement. No fractional common shares were issued as a result of the Consolidation. Instead, any fractional common shares were rounded to the nearest whole number of common shares. In accordance with the articles of the Company, the Consolidation did not require approval of the shareholders of the Company.
-2-
All securities issued in connection with the Debt Settlement were subject to restrictions on resale for a period of four-months-and-one-day in accordance with applicable securities laws.
ITEM 5.2 DISCLOSURE FOR RESTRUCTING TRANSACTION
Not applicable.
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
Universal Digital Inc.
Email: [email protected]
Telephone: (289) 646-6252
ITEM 9. DATE OF REPORT
July 29, 2025