ThreeD Capital Inc. Issues Early Warning Report in Connection with the Acquisition of Securities of AI/ML Innovations Inc.

TORONTO, July 11, 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 private placement (the “Acquisition”), ThreeD acquired ownership and control of an aggregate of 3,000,000 common shares (the “Subject Shares”) and 3,000,000 common share purchase warrants (the “Subject Warrants” and together with the Subject Shares, the “Subject Units”) of AI/ML Innovations Inc. (the “Company” or “AIML”). The Subject Shares represented approximately 3.3% of all issued and outstanding common shares of AIML at the time of the Acquisition. As a result of the Acquisition, the percentage ownership held by ThreeD and Sheldon Inwentash (the “Joint Actor”) increased above 10% on a partially diluted basis.

Immediately prior to the Acquisition, ThreeD and the Joint Actor owned and controlled an aggregate of 339,000 common shares, 5,500,000 common share purchase warrants, and 500,000 stock options of the Company, representing approximately 0.4% of all issued and outstanding common shares of AIML (or approximately 7.2% on a partially diluted basis, assuming exercise of the warrants and options held). Of this total, ThreeD held an aggregate of 339,000 common shares and 4,500,000 common share purchase warrants, representing approximately 0.4% of the issued and outstanding common shares of AIML (or approximately 5.6% on a partially diluted basis, assuming exercise of the warrants held). The Joint Actor held an aggregate of 1,000,000 common share purchase warrants and 500,000 stock options, representing 0.0% of the issued and outstanding common shares of AIML (or approximately 1.8% on a partially diluted basis, assuming exercise of the warrants and options held).

Immediately following the Acquisition, ThreeD and the Joint Actor own and control an aggregate of 3,339,000 common shares, 8,500,000 common share purchase warrants, and 500,000 stock options of the Company, representing approximately 3.7% of all issued and outstanding common shares of AIML (or approximately 12.3% on a partially diluted basis, assuming exercise of the warrants and options held). Of this total, ThreeD held an aggregate of 3,339,000 common shares and 7,500,000 common share purchase warrants, representing approximately 3.7% of the issued and outstanding common shares of AIML (or approximately 11.0% on a partially diluted basis assuming the exercise of the warrants held). The Joint Actor held an aggregate of 1,000,000 common share purchase warrants and 500,000 stock options, representing 0.0% of the issued and outstanding common shares of AIML (or approximately 1.6% on a partially diluted basis, assuming exercise of the warrants and options held).

The Acquisition was conducted through a private placement and not through the facilities of any stock exchange. The 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 for total consideration of $150,000, or $0.05 per Subject Unit.

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.

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.