Universal Digital Announces Agreement to Acquire Remaining Equity in Geometric Galaxy Ltd.

Vancouver, British Columbia–(Small Cap Bulls. – May 13, 2025) – Universal Digital Inc. (CSE: LFG) (the “Company”) is pleased to announce that that on May 13, 2025, it entered into a definitive share exchange agreement to acquire the remaining 81% equity interest in Geometric Galaxy Ltd. (“GGL”), a British Virgin Islands company that owns and operates BullWave, a SaaS analytics platform for crypto traders.

Universal Digital previously acquired a 19% equity interest in GGL as part of its change of business and rebranding strategy. This new transaction, once completed, will result in Universal Digital holding 100% ownership of GGL, consolidating full control of the BullWave platform.

Pursuant to the terms of the agreement, the Company will issue an aggregate of 20,828,572 common shares (the “Consideration Shares”) at a deemed price of $0.35 per share to the remaining GGL shareholders in exchange for 810 common shares of GGL, representing the balance of the issued and outstanding equity capital of GGL. The closing of the transaction is subject to customary closing conditions, including receipt of any required regulatory approvals.

The Consideration Shares will be subject to a statutory four-month hold period. In addition, GGL shareholders have agreed to a voluntary lock-up for the Consideration Shares, with staggered releases expiring on July 31, 2026.

BullWave is an analytics and portfolio insights platform designed to support crypto traders through real-time market signals, intelligent portfolio tracking, and performance benchmarking tools. The platform does not custody assets or facilitate crypto trading.

Following completion of the acquisition, GGL will continue to be led by its co-founders Warren Hui (Chief Executive Officer) and Andrew Lam (Chief Investment Officer), both of whom bring deep domain expertise across digital assets, advanced trading strategies, and technology investing.

Warren Hui is the CEO and Co-founder of GGL, with a background spanning investments in crypto, blockchain, AI, deep tech, and the consumer internet. Warren is also a founder and partner at Soul Ventures, a venture capital fund focused on disruptive technology. At Soul Ventures, Warren has led investments in OpenAI, Neuralink, SpaceX, Epic Games, and Reddit, and currently serves as a General Partner at Type One Ventures and an Advisor at Smash Capital. Warren previously worked in investment banking at Morgan Stanley, focusing on IPOs, M&A, and capital raising across Asia Pacific, and began his career in Debt Capital Markets at Morgan Stanley.

Andrew Lam, CIO and Co-founder of GGL, is also the Founder and Portfolio Manager of 45 Degree Markets, where he manages a high-performance portfolio using arbitrage strategies that have delivered over 50% annualized returns. He was recognized as the most profitable trader on BitMEX in Q2 2021 and held the highest trading volume on the platform in September 2021. Andrew previously served as a bookrunner of Commonwealth Options at HSBC.

“We’re thrilled to now move toward full ownership of BullWave,” said Timothy Chan, Chief Executive Officer of Universal Digital. “This acquisition aligns directly with our strategy of integrating scalable digital infrastructure. With BullWave under our full control, we’ll have a powerful analytics platform at the core of our portfolio and one that supports long-term value creation for shareholders and accelerates our digital investment roadmap.”

About Universal Digital Inc.

Universal Digital Inc. is a Canadian investment company focused on digital assets, businesses and private and publicly listed entities that are involved in high-growth industries, with a particular focus on blockchain, cryptocurrencies and cryptocurrency technologies. The Company aims to provide shareholders with long-term capital growth through a diversified investment approach, and to participate in the transformation of global finance through the integration of digital asset strategies.

Neither the Canadian Securities Exchange nor its Market Regulator (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release.

Forward-Looking Information

This release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws. Forward-looking statements relate to future events or future performance and reflect the expectations or beliefs of management of the Company regarding future events. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as “intends” or “anticipates”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would” or “occur”. This information and these statements, referred to herein as “forward-looking statements”, are not historical facts, are made as of the date of this news release and include without limitation, statements regarding discussions of future plans, estimates and forecasts and statements as to management’s expectations and intentions with respect to, among other things: the closing of the acquisition of GGL, regulatory approval of the acquisition of GGL and the expected impacts of the acquisition of GGL on the Company’s business and operations.

These forward-looking statements involve numerous risks and uncertainties and actual results might differ materially from results suggested in any forward-looking statements. These risks and uncertainties include, among other things: that the acquisition of GGL may not close, that the Company may not receive regulatory approval for the acquisition of GGL, and that the Company may not receive the anticipated results on its business or operations following completion of the acquisition of GGL; the volatility of the digital asset and cryptocurrency markets; the impact of governmental or regulatory orders or decisions on the digital asset and cryptocurrency sectors; and market volatility for the Company’s securities.

In making the forward-looking statements in this news release, the Company has applied several material assumptions, including without limitation, that: the Company will proceed with the change of business; the Company will receive regulatory approval for the acquisition of GGL; the acquisition of GGL will benefit the Company’s business and operations; and the digital asset and cryptocurrency sectors will continue to see growth.

Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial out-look that are incorporated by reference herein, except in accordance with applicable securities laws.