ThreeD Capital Inc. Issues Early Warning Report in Connection with Acquisition of Securities of infinitii ai inc.

TORONTO, Jan. 12, 2024 (GLOBE NEWSWIRE) — ThreeD Capital Inc. (“ThreeD”) (CSE:IDK / OTCQX:IDKFF) a Canadian based venture capital firm focused on opportunistic investments in companies in the junior resources and disruptive technologies sectors, announces that through the completion of a recent private placement and issuance of convertible debentures on December 14, 2023 (collectively referred to as the “Acquisitions”), ThreeD and Sheldon Inwentash (the “Joint Actor”) acquired ownership and control of an aggregate of 1,000,000 common shares (the “Subject Shares”) of infinitii ai inc. (the “Company” or “infinitii”), 1,000,000 common share purchase warrants (the “Subject Warrants” and together with the Subject Shares, the “Subject Units”), and unsecured convertible debentures (the “Subject Debentures”) convertible into 4,000,000 units of the Company (the “Subject Debenture Units”). Each Subject Debenture Unit consists of one common share (each, a “Subject Convertible Share”) of the Company and one warrant for the purchase of one common share (each, a “Subject Convertible Warrant”). As a result of the Acquisitions, the percentage ownership held by ThreeD and the Joint Actor increased by 4.5% from the last early warning report filed in connection with the acquisition of infinitii securities, from which ThreeD, along with the Joint actor, reported as 21.4% ownership on a partially diluted basis, assuming the exercise of warrants and convertible debentures held.

Immediately prior to the Acquisitions, ThreeD and the Joint Actor owned and controlled an aggregate of 17,659,000 common shares, 1,000,000 stock options, and convertible debentures entitling ThreeD and the Joint Actor to acquire 5,000,000 common shares and 5,000,000 common share purchase warrants of the Company, representing approximately 14.0% of all issued and outstanding common shares of infinitii (or approximately 20.9% on a partially diluted basis, assuming exercise of the warrants, stock options, and convertible debentures held). Of this total, ThreeD held an aggregate of 17,659,000 common shares and convertible debentures entitling ThreeD to acquire 4,000,000 common shares and 4,000,000 common share purchase warrants, representing approximately 14.0% of the issued and outstanding common shares of infinitii (or approximately 19.1% on a partially diluted basis, assuming exercise of the convertible debentures held). The Joint Actor held 1,000,000 stock options and convertible debentures entitling the Joint Actor to acquire 1,000,000 common shares and 1,000,000 common share purchase warrants, representing 0.0% of the issued and outstanding common shares of infinitii (or approximately 2.3% on a partially diluted basis, assuming exercise of the convertible debentures held).

Immediately following the Acquisitions, ThreeD and the Joint Actor own and control an aggregate of 18,659,000 common shares, 1,000,000 common share purchase warrants, 1,000,000 stock options, and convertible debentures entitling ThreeD and the Joint Actor to acquire 9,000,000 common shares and 9,000,000 common share purchase warrants of the Company, representing approximately 14.4% of all issued and outstanding common shares of infinitii (or approximately 25.9% on a partially diluted basis, assuming exercise of the warrants, stock options, and convertible debentures held). Of this total, ThreeD held an aggregate of 17,659,000 common shares and convertible debentures entitling ThreeD to acquire 8,000,000 common shares and 8,000,000 common share purchase warrants, representing approximately 13.6% of the issued and outstanding common shares of infinitii (or approximately 23.1% on a partially diluted basis assuming the exercise of the convertible debentures held). The Joint Actor held 1,000,000 common shares, 1,000,000 common share purchase warrants, 1,000,000 stock options and convertible debentures entitling the Joint Actor to acquire 1,000,000 common shares and 1,000,000 common share purchase warrants, representing 0.8% of the issued and outstanding common shares of infinitii (or approximately 3.7% on a partially diluted basis, assuming exercise of the warrants, stock options, and convertible debentures held).

The Acquisitions were conducted through a private placement and not through the facilities of any stock exchange. Holdings of securities of the Company by ThreeD and the Joint Actor are managed for investment purposes. ThreeD and the Joint Actor could increase or decrease its investments in the Company at any time, or continue to maintain its current position, depending on market conditions or any other relevant factor.

The Subject Units were acquired pursuant to a $50,000 debt settlement agreement while the Subject Debentures were acquired for $200,000.

About ThreeD Capital Inc.

ThreeD is a publicly-traded Canadian-based venture capital firm focused on opportunistic investments in companies in the junior resources and disruptive technologies sectors.  ThreeD’s investment strategy is to invest in multiple private and public companies across a variety of sectors globally. ThreeD seeks to invest in early stage, promising companies where it may be the lead investor and can additionally provide investees with advisory services and access to the Company’s ecosystem.

For further information:

Lynn Chapman, CPA, CA
Chief Financial Officer and Corporate Secretary
chapman@threedcap.com
Phone: 416-941-8900

The Canadian Securities Exchange has neither approved nor disapproved the contents of this news release and accepts no responsibility for the adequacy or accuracy hereof.