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Ynvisible Interactive Inc. Capital/Financing Update 2025

May 16, 2025

43745_rns_2025-05-16_468800e6-6513-409c-9da1-60bf0952c405.pdf

Capital/Financing Update

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This Offering Document (the "Offering Document") constitutes an offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities and to those persons to whom they may be lawfully offered for sale. This Offering Document is not, and under no circumstances, is to be construed as a prospectus or advertisement or a public offering of these securities.

OFFERING DOCUMENT UNDER THE LISTED ISSUER FINANCING EXEMPTION

May 16, 2025

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YN VISIBLE INTERACTIVE INC.

(the "Issuer" or "Ynvisible")

PART 1 SUMMARY OF OFFERING

What are we offering?

Offering: A minimum of 8,181,818 common shares in the capital of the Issuer (“Shares”) will be offered by way of the “listed issuer financing” exemption (the “Exemption”) under National Instrument 45-106 – Prospectus Exemptions (“NI 45-106”) in all the provinces of Canada except for Québec and the United States (the “Selling Jurisdictions”).
Offering Price: $0.22 per Share (the “Issue Price”).
Offering Amount: A minimum of 8,181,818 Shares, for gross proceeds of $1,800,000 and a maximum of 13,636,364 Shares for gross proceeds of $3,000,000 (the “Offering”).
Closing Date: The closing of the Offering is expected to occur on or about June 13, 2025 (the “Closing Date”).
Exchange: The Issuer’s Shares are listed on the TSX Venture Exchange (the “TSXV”) under the trading symbol YNV.
Last Closing Price: The last closing price of the Issuer’s Shares on the TSXV on May 15, 2025 was $0.245.

No securities regulatory authority or regulator has assessed the merits of these securities or reviewed this document. Any representation to the contrary is an offence. This offering may not be suitable for you and you should only invest in it if you are willing to risk the loss of your entire investment. In making this investment decision, you should seek the advice of a registered dealer.


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The Securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any U.S. state securities laws, and may not be offered or sold to, or for the account or benefit of, any "U.S. person" or any person in the "United States" (as such terms are defined in Regulation S under the U.S. Securities Act), absent an exemption from the registration requirements of the U.S. Securities Act and any applicable U.S. state securities laws. The Warrants will not be exercisable by, or on behalf of, a person in the United States or a U.S. person unless exemptions from the registration requirements of the U.S. Securities Act and any applicable U.S. state securities laws are available at the time of exercise. Securities offered or sold to, or for the account or benefit of, any U.S. person or any person in the United States will be "restricted securities" within the meaning of Rule 144 under the U.S. Securities Act subject to certain restrictions on transfer set forth therein, and will be represented by definitive certificates or other instruments bearing a legend regarding such restrictions.

Ynvisible is conducting a listed issuer financing under section 5A.2 of National Instrument 45-106 Prospectus Exemptions. In connection with this Offering, the Issuer represents the following is true:

  • The Issuer has active operations and its principal asset is not cash, cash equivalents or its exchange listing.
  • The Issuer has filed all periodic and timely disclosure documents that it is required to have filed.
  • The total dollar amount of this Offering, in combination with the dollar amount of all other offerings made under the listed issuer financing exemption in the 12 months immediately before the date of this Offering document, will not exceed $5,000,000.
  • The Issuer will not close this Offering unless the Issuer reasonably believes it has raised sufficient funds to meet its business objectives and liquidity requirements for a period of 12 months following the distribution.
  • The Issuer will not allocate the available funds from this Offering to an acquisition that is a significant acquisition or restructuring transaction under securities law or to any other transaction for which the Issuer seeks security holder approval.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

This Offering Document contains "forward-looking information" within the meaning of applicable Canadian and United States securities laws, which is based upon the Issuer's current internal expectations, estimates, projections, assumptions and beliefs. The Issuer's actual results may differ significantly from those anticipated in the forward-looking statements and readers are cautioned not to place undue reliance on these forward-looking statements. The forward-looking information included in this Offering Document are made only as of the date of this Offering Document. Except as required by securities regulations, the Issuer undertakes no obligation to publicly release the results of any revisions to forward-looking statements that may be made to reflect events or circumstances after the date of this Offering Document or to reflect the occurrence of unanticipated events. Forward-looking statements include, but are not limited to, statements with respect to the development of products, sales growth and global expansion, projected future sales in connection with new customer agreements, the impact of the Issuer's products and services on customers and marketplaces, future financial or operating performance of the Issuer, the ability to capitalize on future opportunities, estimates regarding the size and scope of target markets and their potential for growth, and the Issuer's expectations with respect to the use of proceeds and the use of the available funds following completion of the Offering, raising the maximum proceeds of the Offering and completion of the Offering and the date of such completion. Forward-looking statements or forward-looking information relate to future events and future performance and include statements regarding the expectations and beliefs of management based on information currently available to the Issuer. Such forward-looking statements and forward-looking information often, but not always, can be identified by the use of words such as "aims", "plans", "expects", "potential", "is expected", "anticipated", "is targeted", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", or


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    “believes” or the negatives thereof or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will” be “taken”, “occur” or “be achieved”.

Forward-looking statements or forward-looking information are subject to a variety of known and unknown risks, uncertainties and other factors which could cause actual events, results, performance or achievements of the Issuer to differ materially from those reflected, expressed or implied by the forward-looking statements or forward-looking information, including, without limitation, risks and uncertainties relating to: general business and economic conditions; the integration of acquisitions; availability and future costs of materials and qualified labor; speed of technology adoption in target markets and emergence of competing technologies, and other risks of the printed electronics and technology industries; changes in credit market conditions and conditions in financial markets generally; regulatory approval for the Offering; completion of the Offering; the impact of value of Canadian dollar and U.S. dollar, foreign exchange rates on costs and financial results; and changes in taxation rates. Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in forward-looking statements or forward-looking information. Although the Issuer has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. For more information on the Issuer and the risks and challenges of its business, investors should review the Issuer's annual filings that are available at www.sedarplus.ca.

The Issuer provides no assurance that forward-looking statements or forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements and information. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Any forward-looking statement speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Issuer disclaims any intent or obligation to update any forward-looking information, whether as a result of new information, changing circumstances, or otherwise.

CURRENCY

Unless otherwise indicated, all references to “$”, “C$” or “dollars” in this Offering Document refer to Canadian dollars, which is the Issuer’s functional currency.

PART 2 SUMMARY DESCRIPTION OF BUSINESS

What is our business?

Ynvisible is a printed e-paper product company and a market leader in printed electrochromic display (“ECD”) technology. The Issuer commands end-to-end expertise and a strong intellectual property position in the design, development manufacturing and commercialization of printed e-paper display products. Ynvisible displays are engineered for seamless integration into a broad range of applications, such as retail signage, supply chain labels and medical diagnostic devices.

Ynvisible offers a range of standard and customized ultra-low power and easy-to-use displays for everyday smart objects, Internet of Things (“IoT”) and industrial products. Ynvisible displays (printed on flexible substrates) are simpler to integrate and more cost effective than traditional LCDs and electrophoretic displays. The Issuer also provides contracted research, development, prototyping, and manufacturing services of printed electronics.

With a unique blend of materials science, process technology, and display electronics, Ynvisible is poised to differentiate itself as a leader in the emerging printed and flexible electronics sector. Moreover, Ynvisible’s brand is increasingly well recognized among brand owners developing IoT products, which positions the Issuer as a key player in this rapidly evolving market.


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Recent developments

In 2023 and 2024, Ynvisible showcased the success of its transition from research and development ("R&D") to an e-paper product company with a robust pipeline of new e-paper products set for launch in 2024 and 2025.

Ynvisible made significant strides in expanding its market presence and engaging with customers across various sectors, such as Retail, Medical & Diagnostics, Logistics & Supply Chain, and Industrial. By introducing innovative products and forming strategic partnerships, the Issuer has demonstrated its commitment to providing customizable solutions that meet the market needs for cost effective and sustainable digital displays.

In 2023 and 2024, the Issuer secured and delivered important commercial purchase orders, and received additional customer commitments, which reflects a growing demand for Ynvisible's e-paper solutions. Investments in manufacturing capabilities and supply chain optimization are ensuring the Issuer can meet this growing demand effectively.

A focal point of Ynvisible's product strategy in 2023 and 2024 was the launch of innovative offerings, notably the commercial introduction of a new digital signage solution for retail applications. This addition exemplified the Issuer's commitment to addressing a substantial and growing market demand for cost-effective, energy-efficient, and sustainable digital signage display solutions. Beyond retail, Ynvisible is also focusing on public information signage as an application for our printed e-paper display solutions.

Ynvisible also expanded its product range to include a broader category of e-paper products, with a specific emphasis on digital product information – indicators. These e-paper indicators can be customized and seamlessly integrated into various applications, spanning from industrial and supply chain solutions to medical/diagnostics products. In 2024, Ynvisible has made progress in developing, prototyping and commercializing new indicator products, for single-use diagnostic devices, industrial maintenance timers, wireless battery chargers for medical devices, hygiene applications and doorway security solutions. Ynvisible's e-paper products serve not only to replace existing solutions but also to pioneer new product applications, solidifying the Issuer's position as an innovative leader in the e-paper industry.

In addition, in the past two years Ynvisible continued to focus on product performance, technology refinement, and breakthrough innovation, along with its commitment to sustainability, fostering an inclusive and entrepreneurial workplace culture, which underlines its dedication to customer satisfaction, employee well-being and the environment.

In the past 12 months, the Issuer released the following material news:

  • In May 2024, the Issuer granted 130,000 stock options to various directors, officers, consultants, and employees at an exercise price of $0.20 per Share for a period of five years. In addition, the Issuer granted 50,000 stock options to a provider of investor relations services at an exercise price of $0.20 per Share for a period of five years.
  • On June 5, 2024, Ynvisible announced that it closed a new commercial agreement with Norwegian material technology company CondAlign AS ("CondAlign"). Through this collaboration, Ynvisible will use CondAlign's proprietary E-Align anisotropic, conductive film to connect its displays to a wide range of electronic devices, unlocking new markets and applications.
  • On June 24, 2024, Ynvisible announced a strategic collaboration with Hive-Zox, a Swiss-based company providing supply-chain digitalization solutions for visibility and real-time monitoring. Ynvisible's printed e-paper displays will be integrated into a new, compact, smart label designed by Hive-Zox for pharmaceutical and healthcare shipment monitoring.
  • On June 26, 2024, Ynvisible announced a collaboration with a global industry leader in medical devices, to develop the next generation of medical at-home testing and diagnostic devices. The customized displays that Ynvisible developed for this application follow strict medical industry requirements, to comply with FDA regulations, and can become a standard solution in a wide range of medical and diagnostics

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products. Ynvisible received a purchase order for more than 10,000 units for this new type of display, which was delivered before the end of 2024.

  • On July 18, 2024, Ynvisible announced an important collaboration with a leading provider of air compressors and compressed air systems. Ynvisible has developed an innovative maintenance timer based on its e-paper displays to replace traditional analogue time stickers. The projected volume to be delivered to the customer over the next three years is 105,000 units, valued at over 1.5 million Canadian dollars.

  • On July 30, 2024, Ynvisible announced that it had signed a new distribution agreement with Hardware & Software Technology Co., Ltd. ("HST"), a leading technology provider in the Greater China region. Through this partnership, Ynvisible expands its presence in China, Taiwan, Hong Kong and Macau, making its thin, low-power, cost-effective e-paper display products available to interested customers in the region. The non-exclusive distribution agreement with HST aims to expand Ynvisible's international presence and connect with new customers interested in implementing or developing e-paper based solutions.

  • On August 14, 2024, Ynvisible announced the successful delivery of a high-temperature resistant display for product status indication in medical equipment, to a key player in the medical field. This innovative countdown timer leverages Ynvisible's advanced display technology, customized to endure the rigorous sterilization and cleaning processes required in hospital environments. At the special request of a leading medical corporation, Ynvisible has developed and successfully delivered a prototype of a new type of display meant to be integrated into high-end medical equipment.

  • On August 19, 2024, Ynvisible announced the resignation of Benjamin Leboe as a director of the Issuer effective August 13, 2024, due to health reasons. Mr. Leboe had been a member of the Issuer's Board of Directors since 2018.

  • On September 5, 2024, Ynvisible announced the appointment of Kamran Kian as a new independent member of its Board of Directors, effective September 4, 2024. The Issuer granted 250,000 stock options to Mr. Kian, at an exercise price of $0.09 per Share for a period of five years.

  • On September 12, 2024, Ynvisible announced a strategic custom e-paper collaboration with a global leader in water, hygiene and infection prevention products. The collaboration will lead to Ynvisible's innovative e-paper displays being integrated into hand sanitizer dispensers, to provide real-time feedback on device status and usage. Ynvisible developed and delivered first prototypes that have been approved by the customer and has now received a purchase order to deliver more than 500 units, for integration and testing. Following successful testing and validation, up to 50,000 units of hand sanitizers will be equipped with Ynvisible's e-paper displays.

  • On September 23, 2024, the Issuer granted 20,000 stock options to an employee at an exercise price of $0.20 per Share for a period of five years.

  • On October 8, 2024, Ynvisible announced that it signed a new distribution agreement with Crystal Display Systems Ltd. ("CDS"), a leading technology provider in the United Kingdom, European and North American markets. Through this partnership, Ynvisible expands its distribution network in Europe and North America, making its thin, low-power, cost-effective e-paper display products available to an increasingly higher volume of customers.

  • On October 18, 2024, Ynvisible announced that it had arranged a non-brokered private placement financing of up to 5,000,000 Shares of the Issuer at a price of $0.10 per Share, for aggregate gross proceeds of up to $500,000.

  • On October 24, 2024, Ynvisible announced that it had recently delivered more than 10,000 customized e-paper displays to a leading company in the diagnostics sector. This delivery comes as a critical step in the product commercialization process, as the displays were integrated into novel at-home medical diagnostic tests by Ynvisible's customer, and are currently under review by the Food and Drug


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Administration (FDA) in the United States. Ynvisible had previously announced this collaboration with an emergent industry leader in medical devices, to develop the next generation of medical at-home testing and diagnostic solutions.

  • On October 29, 2024, Ynvisible announced that it is expanding the reach of its thin, flexible, ultra-low power e-paper displays to new customers in South America. Ynvisible is partnering with the South America-based division of a global leader in medical device manufacturing, reinforcing the potential of its cutting-edge displays in advancing medical technology. The customer chose Ynvisible to develop a thin, flexible, ultra-low energy display that will be part of a wireless battery charger for implantable devices, indicating an "ON" state and several visual warnings.

  • On November 4, 2024, Ynvisible closed the non-brokered private placement financing previously announced on October 18, 2024. The Issuer received subscriptions for the entire private placement of 5,000,000 Shares at a price of $0.10 per Share, raising aggregate gross proceeds of $500,000.

  • On November 21, 2024, the Issuer announced a collaboration with Waypoint Transit Solutions ("Waypoint"), a US-based company focused on bringing cost effective, real time, physical transit information signs to cities and agencies that could not previously afford such infrastructure.

  • On December 5, 2024, the Issuer announced that it had partnered with a global leader in access control to enhance security solutions. The collaboration integrates Ynvisible's thin, flexible, ultra-low power e-paper displays into a cutting-edge door locking system, delivering an innovative solution for the security industry.

  • On December 11, 2024, the Issuer granted 40,000 stock options to various consultants and employees at an exercise price of $0.20 per Share for a period of five years. In addition, the Issuer granted 50,000 stock options to a provider of investor relations services at an exercise price of $0.20 per Share for a period of five years. The Issuer also announced that, in addition to the stock options, an aggregate of 1,100,000 restricted share units ("RSUs") were awarded, subject to the terms and conditions of the Issuer's omnibus equity incentive compensation plan, to certain directors and officers of the Issuer, effective December 10, 2024.

  • On February 21, 2025, Ynvisible announced that it had arranged a non-brokered private placement financing of up to 5,000,000 Shares of the Issuer at a price of $0.12 per Share, for aggregate gross proceeds of up to $600,000.

  • On February 28, 2025, the Issuer granted a total of 815,000 stock options to various directors, officers, consultants and employees at an exercise price of $0.20 per Share for a period of five years, and 200,000 stock options to a director of the Issuer at an exercise price of $0.15 per Share for a period of 5 years.

  • On March 21, 2025, the Issuer closed the non-brokered private placement financing previously announced on February 21, 2025. The Issuer received subscriptions for 4,563,765 Shares at a price of $0.12 per Share, raising aggregate gross proceeds of $547,651.80.

  • On April 11, 2025, The Issuer announced that it had engaged Plutus Invest & Consulting GmbH ("Plutus") to provide certain marketing and investor awareness services on behalf of the Issuer. Under the terms of the marketing services agreement, Plutus will provide marketing and communications services to Ynvisible for up to a 12-month term.

  • On April 28, 2025, the Issuer announced a strategic partnership with CCL Design, a division of CCL Industries, a global leader in specialty label, security, and packaging solutions. CCL Design brings deep expertise in printed electronics and a global manufacturing footprint across Asia, Europe, and the United States. Under the partnership, CCL Design will serve as a key manufacturing partner for Ynvisible, enabling high-quality, scalable production of its printed e-paper displays.

  • On May 6, 2025, the Issuer announced the successful delivery of over 10,000 e-paper maintenance indicators to a leading global manufacturer of air compressors and industrial equipment. This marks a


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major commercial milestone in Ynvisible's transition from product development to full commercialization of e-paper solutions. Follow-up orders for an additional 30,000 units have already been secured for delivery by year-end.

More detailed information regarding the above recent developments, together with all of the Issuer's other material information, can be obtained by reviewing copies of the applicable news releases and other materials filed on SEDAR+ under the Issuer's profile at www.sedarplus.ca.

Material facts

There are no material facts about the securities being distributed that have not been disclosed in this Offering document or in any other document filed by the Issuer in the 12 months preceding the date of this Offering Document on the Issuer's profile at www.sedarplus.ca. You should read these documents prior to investing.

What are the business objectives that we expect to accomplish using the available funds?

In 2025 and 2026, Ynvisible's focus remains on ensuring the Issuer continues to be a preferred choice for customers and investors. Ynvisible has established a clear path forward to achieve rapid growth and market leadership, by:

  • Accelerating sales & marketing to expand customer base, both through an expansion of our global distribution network, strengthening business development and direct sales and intensifying marketing activities;
  • Scaling operations to meet growing demand, both through investing in our internal manufacturing capabilities (increasing capacity and efficiency) and establishing strong partnerships with industry leaders that help scale procurement, supply chain and manufacturing;
  • Investing in product innovation, to optimize and diversify product offering; and
  • Building investor awareness to increase Ynvisible's visibility in the market and raise enterprise value.

The business objectives that the Issuer expects to accomplish using the net proceeds of the Offering, together with existing cash and cash equivalents and forecasted receivables, are aligned with the strategy set above, and include the following significant events:

Business Objective Significant Event(s) Timeline
Customer Acquisition and Marketing Intensify brand awareness and customer-facing activities to increase customer leads by 100% Q2 2025 – Q2 2026
Scaling Manufacturing and Operations Expand internal capacity and partner with external providers to deliver:
- Up to 40,000 industrial maintenance indicators (2025)
- Up to 500,000 medical diagnostic tests (order expected Q3/Q4 2025)
- Other custom products Q2 2025 – Q2 2026
Product Development and Innovation Scale-up of critical raw materials with RISE; enhance product performance and reliability Q2 2025 – Q2 2026
Investor Relations and Market Positioning Increase investor outreach and visibility; aim to improve company valuation by 50% Q2–Q4 2025
General and Administrative (G&A) Retain specialized team and maintain operations in Sweden and Portugal Q2 2025 – Q2 2026

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PART 3 USE OF AVAILABLE FUNDS

What will our available funds be upon the closing of the Offering?

Our expected available funds upon the closing of the Offering will be (i) $3,743,421, assuming the minimum amount is raised in the Offering; and (ii) $4,871,421, assuming the maximum amount is raised in the Offering.

Assuming Minimum Offering Assuming Maximum Offering
A Amount to be raised by this Offering $1,800,000 $3,000,000
B Selling commissions and fees $108,000 $180,000
C Estimated Offering costs (e.g., legal, accounting, audit) $20,000 $20,000
D Net proceeds of Offering: D = A – (B+C) $1,672,000 $2,800,000
E Working capital as at most recent month end $2,071,421 $2,071,421
F Forecasted cash receipts and accounts receivables (1) $1,807,133 $1,807,133
G Additional sources of funding $Nil $Nil
H Total available funds: H = D+E+F+G $5,550,554 $6,678,554

(1) Includes accounts receivables and forecasted cash receipts from: customer orders, contracted project grants, VAT refund and interest.

How will we use the available funds?

The Issuer intends to use the net proceeds from this Offering to fund general and administrative needs, including salaries and corporate expenses. With the proceeds of this Offering, the Issuer also plans to accelerate sales & marketing, scale operations to deliver existing and future customer orders, invest in product innovation, and raise enterprise value, with the details outlined below.

Description of intended use of available funds Assuming Minimum Offering Assuming Maximum Offering
Development and Production (1) $1,297,001 $1,797,001
Marketing & Investor Relations $221,793 $521,793
General & Administrative (G&A) (2) $4,028,812 $4,328,812
Unallocated working capital $2,948 $30,948
Total $5,550,554 $6,678,554

(1) Includes the purchase of raw materials for product manufacturing, other essential production inputs, and third-party production and development services.
(2) Ongoing business expenses, including salaries, facility-related costs, professional fees, travel, and general operating expenditures.


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Ynvisible intends to allocate a minimum of $373,000 to product development and innovation, primarily under the "Development and Production" category. The funds will support critical product development initiatives and advance innovation efforts toward commercial readiness. Management anticipates completing the current phase of development activities by Q2 2026, with targeted advancements in material performance and scale-up, and product performance and reliability. These efforts are expected to transition key products from late-stage development into commercial production, in addition to expanding the integration of Ynvisible's proprietary technology to new markets and applications.

The development activities will focus on two core components. First, the scale-up of critical raw materials in collaboration with the Research Institutes of Sweden ("RISE") is expected to cost approximately $180,000. Second, enhancements to product performance and reliability are projected to require an additional $192,000.

Ynvisible is executing this development program using a hybrid approach: internal teams will lead product engineering and performance optimization, while external partners, such as RISE, will support specialized material development and scale-up. To reach full commercial production, the Issuer must complete the material scale-up with RISE by the end of Q2 2026, finalize product validation and production testing, implement manufacturing scale-up internally and through partners in early 2026, and obtain any necessary regulatory or customer-specific certifications. Commercial product launch is expected to start in 2025 and continue to grow in the first half of 2026.

Ynvisible is allocating a minimum of $741,000 to developing scalable manufacturing processes, both internally and through the completion of technology transfer initiatives to global manufacturing partners, and supporting the high-volume production of two key product lines – industrial maintenance indicators (up to 40,000 units in 2025) and medical diagnostic tests (orders of 500,000 units expected in Q3 - Q4 2025).

In the case the maximum Offering is raised, Ynvisible will invest an additional $500,000 in Development and Production, to accelerate both product delivery to customers and product innovation to release new product generations during 2026. The Issuer will also strengthen its Marketing and Investor Relations spending with an additional $300,000, to accelerate customer lead generation and increase investor outreach and visibility. Finally, in the context of the maximum Offering, Ynvisible will invest in new hires to strengthen its Sales & Marketing and Manufacturing teams, in a total of $300,000 (included in G&A).

The above noted allocation and anticipated timing represents the Issuer's current intentions with respect to its use of proceeds based on current knowledge, planning and expectations of management of the Issuer. Although the Issuer intends to expend the proceeds from the Offering as set forth above, there may be circumstances where, for sound business reasons, a reallocation of funds may be deemed prudent or necessary and may vary materially from that set forth above, as the amounts actually allocated and spent will depend on a number of factors, including the Issuer's ability to execute on its business plan. Such uses will not include a significant acquisition, a restructuring transaction, or any transaction requiring approval of the Issuer's security holders.

The Issuer is in the commercialization stage, has not yet realized profitable operations and has relied on non-operational sources of financing to fund operations. The Issuer's ability to continue as a going concern, to fund work commitments and to ensure adequate working capital is dependent upon achieving profitable operations or upon obtaining sufficient additional financing. The most recent audited annual financial statements of the Issuer for the year ended December 31, 2024, included a going-concern note. For the year ended December 31, 2024, the Issuer recorded a comprehensive loss of $5,035,572 (2023 – $4,965,272). The Issuer's ability to continue as a going concern is dependent on successfully executing its business plan, which includes the raising of additional funds and realization of profitable operations. The Issuer will continue to seek additional forms of debt or equity financing, but it cannot provide assurance that it will be successful in doing so. There is a material uncertainty related to these conditions that may cast significant doubt on the ability of the Issuer to continue as a going concern.

The consolidated financial statements do not reflect the adjustments to the carrying amounts of assets and liabilities and the reported expenses and statement of financial position classifications that would be necessary if the Issuer were unable to realize its assets and settle its liabilities as a going concern in the normal course of operations. Such adjustments could be material.


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How have we used the other funds we have raised in the past 12 months?

Previous financing activity Intended Use of Funds Use of Funds to Date
$529,755 non-brokered private placement in March 2025 Development and Production, Marketing & Investor Relations, and G&A $0
$500,000 non-brokered private placement in November 2024 Development and Production, Marketing & Investor Relations, and G&A $0

In 2024, the Issuer generated $927,739 in revenue from customer sales, reflecting a strategic transition toward becoming a focused e-paper product company. While this represents a 14% decrease compared to $1,077,471 in 2023, it is in line with our long-term vision as we shift from R&D-driven revenue to scalable, product-based growth. Our commitment to delivering customized solutions means each customer project involves an average 12-month development cycle, followed by a gradual ramp-up from low-volume to mass-scale commercialization over the following 6 to 18 months. The product sales initiated in 2023 and 2024 are expected to gain momentum and drive strong growth in 2025 and 2026. As the Issuer continues to pursue revenue growth, it expects to reinforce its position and create further commercial success through necessary product optimization and scaling efforts throughout 2025.

PART 4 FEES AND COMMISSIONS

Who are the dealers or finders that we have engaged in connection with this Offering, if any, and what are their fees?

Finder: Certain arm’s length finders to be determined (collectively, the “Finders”).
Compensation Type: Cash fee and finder’s warrants.
Cash Commission: Cash fee equal to 6% of the gross proceeds raised in the Offering from purchasers located by the Finders.
Finder’s Warrants: Non-transferable finder’s warrants equal to 6% of the number of Shares sold pursuant to the Offering to purchasers located by the Finder. Each finder’s warrant will be exercisable into one common share at a purchase price of $0.22 for a period of 24 months following the date of issuance.

PART 5 PURCHASERS' RIGHTS

Rights of Action in the Event of a Misrepresentation

If there is a misrepresentation in this Offering Document, you have a right:

a) to rescind your purchase of these securities with Ynvisible, or
b) to damages against Ynvisible and may, in certain jurisdictions, have a statutory right to damages from other persons.

These rights are available to you whether or not you relied on the misrepresentation. However, there are various circumstances that limit your rights. In particular, your rights might be limited if you knew of the misrepresentation when you purchased the securities.

If you intend to rely on the rights described in paragraph (a) or (b) above, you must do so within strict time limitations.

You should refer to any applicable provisions of the securities legislation of your province or territory for the particulars of these rights or consult with a legal adviser.


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PART 6 ADDITIONAL INFORMATION

Where can you find more information about us?

Security holders can access Ynvisible’s continuous disclosure filings on SEDAR+ at www.sedarplus.ca under Ynvisible’s profile.

For further information regarding Ynvisible, visit our website at: https://www.ynvisible.com/

Please refer to Appendix A – “Acknowledgements, Covenants, Representations and Warranties of the Investor” and Appendix B – “Indirect Collection of Personal Information” attached hereto, which are incorporated into and form part of this Offering Document.


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PART 7 DATE AND CERTIFICATE

This Offering Document, together with any document filed under Canadian securities legislation on or after May 16, 2024, contains disclosure of all material facts about the securities being distributed and does not contain a misrepresentation.

Dated this 16th day of May, 2025.

By: "Ramin Heydarpour"
Name: Ramin Heydarpour
Title: Chief Executive Officer, President, and Director

By: "Darren Urquhart"
Name: Darren Urquhart
Title: Chief Financial Officer


A-1

APPENDIX A

ACKNOWLEDGEMENTS, COVENANTS, REPRESENTATIONS AND WARRANTIES OF THE INVESTOR

Each purchaser of the Shares (the “Investor”) makes, and is deemed to make, the following acknowledgements, covenants, representations and warranties to the Issuer, as at the date hereof, and as of the Closing Date:

(a) the Investor confirms that it (i) has such knowledge and experience in financial and business affairs as to be capable of evaluating the merits and risks of its investment in the Shares (including the potential loss of his, her or its entire investment); (ii) is aware of the characteristics of the Shares and understands the risks relating to an investment therein; and (iii) is able to bear the economic risk of loss of its investment in the Shares and understands that it may lose its entire investment in the Shares;

(b) the Investor is resident in the jurisdiction disclosed to the Issuer and the Investor was solicited to purchase the Shares in such jurisdiction;

(c) the subscription for the Shares by the Investor does not contravene any of the applicable securities legislation in the jurisdiction in which the Investor resides and does not give rise to any obligation of the Issuer to: (i) prepare and file a prospectus or similar document or to register the Units or to be registered with or to file any report or notice with any governmental or regulatory authority; or (ii) be subject to any ongoing disclosure requirements under the securities legislation of such jurisdiction;

(d) unless the Investor has separately delivered to the Issuer a U.S. Representation Letter (in which case the Investor makes the representations, warranties and covenants set forth therein), the Investor: (i) is not in the United States, its territories or possessions, any State of the United States or the District of Columbia (collectively, the “United States”); (ii) is not a U.S. person (“U.S. person”), as defined in Regulation S under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), (iii) was outside of the United States at the time the buy order for the Shares was originated; (iv) is not subscribing for the Shares for the account of a U.S. person or a person in the United States; (v) is not subscribing for the Shares for resale in the United States; (vi) and was not offered the Shares in the United States by or for the account or benefit of a person in the United States or a U.S. person;

(e) the Investor is aware that the Shares have not been and will not be registered under the U.S. Securities Act or the securities laws of any state of the United States and that the Shares may not be offered, sold or otherwise disposed of, directly or indirectly, in the United States or to or for the account or benefit of a U.S. person, without registration under the U.S. Securities Act and all applicable state securities laws or compliance with the requirements of an exemption from such registration and it acknowledges that the Issuer has no obligation or present intention of filing a registration statement under the U.S. Securities Act in respect of the sale or resale of the Shares;

(f) the funds representing the aggregate subscription funds which will be advanced by the Investor to the Issuer hereunder, as applicable, will not represent proceeds of crime for the purposes of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (the “PCMLTFA”) or for the purposes of the United States Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act, as may be amended from time to time (the “PATRIOT Act”) and the Investor acknowledges that the Issuer may in the future be required by law to disclose the Investor's name and other information relating to the Investor's subscription of


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the Shares, on a confidential basis, pursuant to the PCMLTFA and the PATRIOT Act, and that, to the best of its knowledge: (i) none of the subscription funds to be provided by the Investor: (A) have been or will be derived from or related to any activity that is deemed criminal under the laws of Canada, the United States or any other jurisdiction; or (B) are being tendered on behalf of a person who has not been identified to the Investor; and (ii) it will promptly notify the Issuer if the Investor discovers that any of such representations ceases to be true, and to provide the Issuer with appropriate information in connection therewith;

(g) neither the Issuer nor any of its directors, employees, officers, affiliates or agents has made any written or oral representations to the Investor: (i) that any person will resell or repurchase the Shares; (ii) that any person will refund all or any part of the subscription amount; or (iii) as to the future price or value of the Shares;

(h) the Investor is not purchasing the Shares with knowledge of any material information concerning the Issuer that has not been generally disclosed. The Investor's Shares are not being purchased by the Investor as a result of, nor does the Investor have knowledge of, any material fact (as defined in securities laws, regulations and rules, and the blanket rulings and policies and written interpretations of, and multilateral or national instruments adopted by, the securities regulatory authorities in the jurisdiction in which the Investor is resident or subject to (the "Securities Laws")) or material change (as defined in Securities Laws) concerning the Issuer that has not been generally disclosed and the decision of the Investor, to tender this offer and acquire the Investor's Shares has not been made as a result of any oral or written representation as to fact or otherwise made by, or on behalf of, the Issuer or any other person and is based entirely upon the Offering Document;

(i) if required by applicable Securities Laws or the Issuer, the Investor will execute, deliver and file or assist the Issuer in filing such reports, undertakings and other documents with respect to the issue and/or sale of the Shares as may be required by any securities commission, stock exchange or other regulatory authority;

(j) the Issuer is relying on an exemption from the requirement to provide the Investor with a prospectus under the Securities Laws and, as a consequence of acquiring the Shares pursuant to such exemption, the Investor may not receive information that would otherwise be required to be given under the Securities Laws;

(k) if the Investor is:

i. a corporation, the Investor is duly incorporated and is validly subsisting under the laws of its jurisdiction of incorporation and has all requisite legal and corporate power and authority to subscribe for the Shares pursuant to the terms set out in this Offering Document;

ii. a partnership, syndicate or other form of unincorporated organization, the Investor has the necessary legal capacity and authority to subscribe for the Shares pursuant to the terms set out in this Offering Document and has obtained all necessary approvals in respect thereof; or


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iii. an individual, the Investor is of the full age of majority and is legally competent to subscribe for the Shares pursuant to the terms set out in this Offering Document;

(l) if the Investor is resident outside of Canada and the United States:

i. the Investor is knowledgeable of, or has been independently advised as to, the applicable securities laws of the securities regulatory authorities (the “Authorities”) having application in the jurisdiction in which the Investor is resident (the “International Jurisdiction”) which would apply to the acquisition of the Shares, if any;

ii. the Investor is purchasing the Shares pursuant to a duly available exemption in the International Jurisdiction or, if such is not applicable, the Investor is permitted to purchase the Shares under the applicable securities laws of the Authorities in the International Jurisdiction without the need to rely on any exemption;

iii. the applicable securities laws of the Authorities in the International Jurisdiction do not require the Issuer to make any filings or seek any approvals of any kind whatsoever from any Authority of any kind whatsoever in the International Jurisdiction in connection with the issue and sale or resale of the Shares; and

iv. the Investor will provide such evidence of compliance with all such matters as the Issuer or its counsel may request;

(m) the Offering is subject to the approval of the TSXV;

(n) the Investor is responsible for obtaining such legal and tax advice as it considers appropriate in connection with the performance of this Offering Document and the transactions contemplated under this Offering Document, and that the Investor is not relying on legal or tax advice provided by the Issuer or its counsel;

(o) the subscription for the Shares and the completion of the transactions described herein by the Investor will not result in any material breach of, or be in conflict with or constitute a material default under, or create a state of facts which, after notice or lapse of time, or both, would constitute a material default under any term or provision of the constating documents, bylaws or resolutions of the Investor if the Investor is not an individual, the Securities Laws or any other laws applicable to the Investor, any agreement to which the Investor is a party, or any judgment, decree, order, statute, rule or regulation applicable to the Investor;

(p) the Investor has obtained all necessary consents and authorizations to enable it to agree to subscribe for the Shares pursuant to the terms set out in this Offering Document and the Investor has otherwise observed all applicable laws, obtained any requisite governmental or other consents, complied with all requisite formalities and paid any issue, transfer or other taxes due in any territory in connection with the purchase of the Shares and the Investor has not taken any action which will or may result in the Issuer acting in breach of any regulatory or legal requirements of any territory in connection with the Offering or the Investor’s subscription;

(q) the Investor is purchasing the Shares for investment purposes only and not with a view to resale or distribution; and

(r) the Investor acknowledges that certain fees and commissions may be payable by the Issuer in connection with the Offering.


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APPENDIX B

COLLECTION OF PERSONAL INFORMATION

By purchasing Shares, the Investor acknowledges that the Issuer and its agents and advisers may each collect, use and disclose the Investor's name and other specified personally identifiable information (including his, her or its name, jurisdiction of residence, address, telephone number, email address and aggregate value of the Shares that it has purchased) (the "Information"), for purposes of: (a) meeting legal, regulatory, stock exchange and audit requirements and as otherwise permitted or required by law or regulation; and (b) issuing ownership statements issued under a direct registration system or other electronic book-entry system, or certificates that may be issued, as applicable, representing the Shares to be issued to the Investor. The Information may also be disclosed by the Issuer to: (i) stock exchanges; (ii) revenue or taxing authorities; and (iii) any of the other parties involved in the Offering, including legal counsel, and may be included in record books in connection with the Offering. The Investor is deemed to be consenting to the disclosure of the Information.

The Investor also acknowledges that Information will also be used by the Issuer, the TSXV and other securities regulatory authorities for the following purposes: (a) to conduct background checks; (b) to verify the personal information that has been provided about the Investor; (c) to consider the suitability of the Investor as a holder of securities of the Issuer; (d) to consider the eligibility of the Issuer to continue to list on the TSXV; (e) to provide disclosure to market participants as the security holdings of the Issuer's shareholders, and their involvement with any other reporting issuers, issuers subject to a cease trade order or bankruptcy, and information respecting penalties, sanctions or personal bankruptcies, and possible conflicts of interest with the Issuer; (f) to detect and prevent fraud; (g) to conduct enforcement proceedings; and (h) to perform other investigations as required by and to ensure compliance with all applicable rules, policies, rulings and regulations of the TSXV, securities legislation and other legal and regulatory requirements governing the conduct and protection of the public markets in Canada.

The Investor acknowledges that: (i) the TSXV also collects additional personal information from other sources, including securities regulatory authorities in Canada or elsewhere, investigative law enforcement or self-regulatory organizations, and regulations service providers to ensure that the purposes set forth above can be accomplished; (ii) the personal information the TSXV collects may also be disclosed to the agencies and organizations referred to above or as otherwise permitted or required by law, and they may use it in their own investigations for the purposes described above; (iii) the personal information may be disclosed on the TSXV's website or through printed materials published by or pursuant to the direction of the TSXV; and (iv) the TSXV may from time to time use third parties to process information and provide other administrative services, and may share the information with such providers.

By purchasing Shares the Investor further acknowledges: (A) that Information concerning the Investor will be disclosed to the relevant Canadian securities regulatory authorities and may become available to the public in accordance with the requirements of applicable securities and freedom of information laws and the Investor consents to the disclosure of the Information; (B) the Information is being collected indirectly by the applicable Canadian securities regulatory authorities under the authority granted to them in securities legislation; and (C) the Information is being collected for the purposes of the administration and enforcement of the applicable Canadian securities legislation; and by purchasing the Shares, the Investor shall be deemed to have authorized such indirect collection of personal information by the relevant Canadian securities regulatory authorities. The Investor may contact the following public official in the applicable province with respect to questions about the commission's indirect collection of such Information at the following address, telephone number and email address (if any):

LEGAL_46710146.2


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Alberta Securities Commission
Suite 600, 250 - 5th Street SW
Calgary, Alberta T2P 0R4
Telephone: (403) 297-6454
Toll free in Canada: 1-877-355-0585
Facsimile: (403) 297-2082

British Columbia Securities Commission
P.O. Box 10142, Pacific Centre
701 West Georgia Street
Vancouver, British Columbia V7Y 1L2
Toll free in Canada: 1-800-373-6393
Facsimile: (604) 899-6581
Email: [email protected]

The Manitoba Securities Commission
500 - 400 St. Mary Avenue
Winnipeg, Manitoba R3C 4K5
Telephone: (204) 945-2548
Toll free in Manitoba 1-800-655-5244
Facsimile: (204) 945-0330

Financial and Consumer Services Commission (New Brunswick)
85 Charlotte Street, Suite 300
Saint John, New Brunswick E2L 2J2
Telephone: (506) 658-3060
Toll free in Canada: 1-866-933-2222
Facsimile: (506) 658-3059
Email: [email protected]

Government of Newfoundland and Labrador
Financial Services Regulation Division
P.O. Box 8700
Confederation Building
2nd Floor, West Block
Prince Philip Drive
St. John's, Newfoundland and Labrador A1B 4J6
Attention: Director of Securities
Telephone: (709) 729-4189
Facsimile: (709) 729-6187

Office of the Superintendent of Securities
Department of Justice, Government
of the Northwest Territories
1st Floor, Stuart Hodgson Building
5009 49th Street, PO Box 1320
Yellowknife, Northwest Territories X1A 2L9
Telephone: (867) 767-9305
Facsimile: (867) 873-0243
Email: [email protected]

Government of Nunavut Department of
Justice Legal Registries Division
P.O. Box 1000, Station 570
1st Floor, Brown Building
Iqaluit, Nunavut X0A 0H0
Telephone: (867) 975-6590
Facsimile: (867) 975-6594

Ontario Securities Commission
20 Queen Street West, 22nd Floor
Toronto, Ontario M5H 3S8
Telephone: (416) 593-8314
Toll free in Canada: 1-877-785-1555
Facsimile: (416) 593-8122
Email: [email protected]
Public official contact regarding indirect collection of
information: Inquiries Officer

Prince Edward Island Securities Office
95 Rochford Street, 4th Floor Shaw Building
P.O. Box 2000
Charlottetown, Prince Edward Island C1A 7N8
Telephone: (902) 368-4569
Facsimile: (902) 368-5283
Inquiries: (604) 899-6854

Financial and Consumer Affairs Authority of Saskatchewan
Suite 601 - 1919 Saskatchewan Drive
Regina, Saskatchewan S4P 4H2
Telephone: (306) 787-5879
Facsimile: (306) 787-5899

Office of the Superintendent of Securities
Government of Yukon Department of
Community Services
307 Black Street, 1st floor
Box 2703, C-6
Whitehorse, Yukon Y1A 2C6
Telephone: (867) 667-5466
Facsimile: (867) 393-6251
Email: [email protected]

Nova Scotia Securities Commission
Suite 400, 5251 Duke Street
Duke Tower
P.O. Box 458
Halifax, Nova Scotia B3J 2P8
Telephone: (902) 424-7768
Facsimile: (902) 424-4625