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Ynvisible Interactive Inc. — Capital/Financing Update 2025
Mar 3, 2025
43745_rns_2025-03-03_dd9751a2-14b8-4f4c-90df-7ca4e4c6f542.pdf
Capital/Financing Update
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FORM 51-102F3
MATERIAL CHANGE REPORT
Item 1 Name and Address of Company
Ynvisible Interactive Inc. (the “Company”)
Suite 830, 1100 Melville Street
Vancouver, BC, Canada
V6E 4A6
Item 2 Date of Material Change
March 3, 2025
Item 3 News Release
The Company disseminated a news release announcing the material change described herein through the news dissemination services of Newsfile on February 21, 2025, and a copy was subsequently filed on SEDAR.
Item 4 Summary of Material Change
The Company announced that it has arranged a non-brokered private placement financing (the “Private Placement”) of up to 5,000,000 common shares of the Company (the “Shares”, and each, a “Share”) at a price of $0.12 per Share, for aggregate gross proceeds of up to $600,000.
Item 5 Full Description of Material Change
5.1 Full Description of Material Change
Proceeds from the Private Placement will be used as working capital and for general corporate purposes. All securities to be issued by Ynvisible pursuant to the Private Placement will be subject to a statutory hold period expiring four months and one day from the date of closing of the Private Placement in accordance with applicable Canadian securities laws. Completion of the Private Placement is subject to customary closing conditions, including acceptance of the TSX Venture Exchange.
Insiders of the Company may participate in the Private Placement. Such participation will constitute a “related party transaction” as defined under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”) and the Company will rely on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, as neither the fair market value of the securities purchased by insiders, nor the consideration for the securities paid by such insiders, will exceed 25% of the Issuer’s market capitalization.
5.2 Disclosure for Restructuring Transactions
Not applicable.
Item 6 Reliance on Subsection 7.1(2) of National Instrument 51-102
The report is not being filed on a confidential basis.
Item 7 Omitted Information
There are no significant facts required to be disclosed herein which have been omitted.
Item 8 Executive Officer
The name and business number of the executive officer of the Company who is knowledgeable of the material change and this report is:
Ramin Heydarpour
Executive Chairman and Interim Chief Executive Officer
Telephone: 310-801-6662
Item 9 Date of Report
March 3, 2025