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Ynvisible Interactive Inc. — Capital/Financing Update 2026
May 14, 2026
43745_rns_2026-05-14_20788a8b-9193-4862-b066-f3ba27776e91.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 13, 2026
Item 3 News Release
The Company disseminated a news release announcing the material change described herein through the news dissemination services of Newsfile Corp. on May 13, 2026, and a copy was subsequently filed on SEDAR+.
Item 4 Summary of Material Change
The Company announced that it has closed the first tranche (“First Tranche”) of its follow-up non-brokered private placement (the “Private Placement”) of up to 15,000,000 units (“Units”). In the First Tranche, the Company issued 3,330,000 Units at a price of $0.10 per Unit for total gross proceeds of $333,000. Each Unit consists of one common share and one transferable common share purchase warrant (a “Warrant”), whereby each Warrant is exercisable into one additional common share at a price of $0.14 per common share until May 13, 2029, being the date that is three years from the date of issuance.
Item 5 Full Description of Material Change
5.1 Full Description of Material Change
The Company announced that further to its news release of April 24, 2026, the Company has closed the First Tranche.
In the First Tranche, the Company issued 3,330,000 Units at a price of $0.10 per Unit for total gross proceeds of $333,000. Each Unit consists of one common share and one transferable Warrant, whereby each Warrant is exercisable into one additional common share at a price of $0.14 per common share until May 13, 2029, being the date that is three years from the date of issuance.
Insiders of the Company participated in the First Tranche acquiring an aggregate of 1,180,000 Units for proceeds to the Company of $118,000. Ramin Heydarpour, Chief Executive Officer and Chairman of the Board of the Company, purchased 500,000 Units for $50,000; Alex Langer, Director of the Company, purchased 500,000 Units for $50,000 through a corporation he controls and directs; and Kamran Kian, Director of the Company, purchased 180,000 for $18,000. Including insider participation in the Company’s private placement closed on April 24, 2026, insiders have collectively subscribed for an aggregate of 2,030,000 Units for total proceeds of $203,000 across both financings.
The participation by insiders of the Company in the First Tranche constitutes a “related party transaction” as defined under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company relied on exemptions from the formal valuation and minority shareholder approval requirements provided under sections 5.5(a) and 5.7(1)(a) of MI 61-101, as neither the fair market value of the Units purchased by the insiders, nor the consideration for the Units paid by such insiders, exceeded 25% of the Company's market capitalization. The Company did not file a material change report in respect of
the related party transaction at least 21 days before the closing of the First Tranche, which the Company deems reasonable in the circumstances in order to complete the First Tranche in an expeditious manner.
All securities issued and issuable pursuant to the First Tranche are subject to a hold period expiring September 14, 2026, being the date that is four months and one day from the date of issuance in accordance with applicable Canadian securities legislation.
Funds raised from the Private Placement will be used for working capital and for general corporate purposes. No finder's fees were paid or are payable in respect of the First Tranche. The Private Placement was unanimously approved by the Company's Board of Directors. The Private Placement remains subject to final acceptance by the TSX Venture Exchange.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. 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 or to or for the account or benefit of a U.S. person (as defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
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
May 14, 2026