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Ynvisible Interactive Inc. — Capital/Financing Update 2025
May 20, 2025
43745_rns_2025-05-20_648becc2-bc16-4e01-89aa-1f05f83fef31.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
May 16, 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 May 16, 2025, and a copy was subsequently filed on SEDAR.
Item 4 Summary of Material Change
The Company announced that is undertaking a non-brokered private placement financing (the “Private Placement”) consisting of a minimum of 8,181,818 common shares of the Company (the “Shares”, and each, a “Share”) and up to a maximum of 13,636,364 Shares, at an issue price of $0.22 per Share to raise minimum gross proceeds of $1,800,000 and maximum gross proceeds of up to $3,000,000. Completion of the Private Placement will be contingent upon the Company issuing a minimum of 8,181,818 Common Shares at a price of $0.22 per Common Share for aggregate proceeds of $1,800,000.
Item 5 Full Description of Material Change
5.1 Full Description of Material Change
Closing of the Private Placements is anticipated to occur on or about June 13, 2025. Closing is subject to the satisfaction of certain conditions, including, but not limited to, the receipt of all necessary regulatory and other approvals for the Private Placement, including acceptance of the TSX Venture Exchange. Proceeds from the Private Placement will be used to fund general and administrative needs, to accelerate sales & marketing, scale operations to deliver existing and future customer orders, invest in product innovation, and raise enterprise value.
Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 – Prospectus Exemptions (“NI 45-106”), the Shares will be offered for sale to purchasers resident in Canada (except Quebec) and/or other qualifying jurisdictions pursuant to the listed issuer financing exemption under Part 5A of NI 45-106, (the “LIFE Exemption”). The Shares issued under the LIFE Exemption are expected to be immediately freely tradeable under applicable Canadian securities legislation if sold to purchasers resident in Canada.
There is an offering document dated May 16, 2025 related to the Private Placement that can be accessed on SEDAR Plus under the Company’s profile at www.sedarplus.ca and on the Company’s website at www.ynvisible.com. Prospective investors should read this offering document before making an investment decision.
Insiders of the Company may participate in the Private Placement. Such participation would 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 that may be purchased by insiders, nor the consideration for the securities to paid by such insiders, will exceed 25% of the Company’s market capitalization.
The securities described herein 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 state securities laws, and may not be offered or sold within the United States except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities laws or pursuant to available exemptions therefrom. This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities in the United States..
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
May 20, 2025