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Ynvisible Interactive Inc. — Capital/Financing Update 2026
Apr 24, 2026
43745_rns_2026-04-24_640a4c95-0a10-4865-8054-2ff500dc5106.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
April 24, 2026
Item 3 News Release
The Company disseminated a news release announcing the material change described herein through the news dissemination services of Newsfile on April 24, 2026, and a copy was subsequently filed on SEDAR.
Item 4 Summary of Material Change
The Company announced that further to its news releases of March 13, and March 31, 2026, the Company has now closed a third and final tranche (“Third Tranche”) of its non-brokered private placement (the “Private Placement”) of units (“Units”). The aggregate number of Units issued in the entire Private Placement amounted to 12,999,000 Units, raising total gross proceeds of $1,299,900.
The Company also announced that it will be conducting a further follow up non-brokered private placement financing (the “Second Private Placement”) of up to 15,000,000 units (each, a “Unit”) at a price of $0.10 per Unit to raise gross proceeds of up to $1,500,000.00. Each Unit will consist of one common share of the Company (the “Shares”, and each, a “Share”) and one transferable share purchase warrant (“Warrant”). Each Warrant shall be exercisable into one additional common share at a price of CAD $0.14 per share for a period of three years from the date of Closing.
Item 5 Full Description of Material Change
5.1 Full Description of Material Change
In the Third Tranche, the Company issued 4,060,000 Units at a price of $0.10 per Unit for total gross proceeds of $406,000.00. Each Unit consists of one common share and one transferable common share purchase warrant (a “Warrant”). Each Warrant will be exercisable into one additional common share at a price of $0.14 per share for a period of three years from the date of closing of the Third Tranche (“Closing”).
In the Third Tranche, the Company issued 4,060,000 Units at a price of $0.10 per Unit for total gross proceeds of $406,000.00. Each Unit consists of one common share and one transferable common share purchase warrant (a “Warrant”). Each Warrant will be exercisable into one additional common share at a price of $0.14 per share for a period of three years from the date of closing of the Third Tranche (“Closing”).
The securities issued by the Company in this Third Tranche are subject to a statutory hold period which expires on August 25, 2026. Funds raised from the Private Placement will be used for working capital and for general corporate purposes. No finder’s fees were paid incidental to this Third Tranche.
Follow-on Financing
Proceeds from the Second Private Placement will be used as working capital and for general corporate purposes. All securities to be issued by Ynvisible pursuant to the Second Private Placement will be subject to
a statutory hold period expiring four months and one day from the date of closing of the Second 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 (“TSXV”).
The Company may engage certain qualified finders to assist in fulfilling of the Second Private Placement by introducing to the Company to potential Investors who wish to participate in the Second Private Placement and pay finder’s fees in accordance with TSX Policies.
Insiders of the Company may participate in the Second 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.
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
Chief Executive Officer and Executive Chairman
Telephone: 310-801-6662
Item 9 Date of Report
April 24, 2026