ThreeD Capital Inc. Issues Early Warning Report in Connection with the Completion of $280,000 Convertible Debenture Investment in infinitii ai inc.

TORONTO, Feb. 10, 2023 (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 and Sheldon Inwentash (the “Joint Actor”) acquired ownership of unsecured convertible debentures (the “Subject Debentures”) convertible into 5,000,000 units (the “Subject Units”) of infinitii ai inc. (the “Company” or “infinitii”). Each Subject 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 Acquisition, the percentage ownership held by ThreeD increased by 6.7% from the last early warning report filed in connection with the acquisition of infinitii shares, from which ThreeD reported a 14.7% ownership on a partially diluted basis, assuming the exercise of warrants held.

Immediately prior to the Acquisition, ThreeD and the Joint Actor owned and controlled an aggregate of 17,659,000 common shares and 2,000,000 warrants of infinitii, representing approximately 14.0% of all issued and outstanding common shares of the Company (or approximately 15.3% on a partially diluted basis, assuming exercise of the warrants held). Of this total, ThreeD held an aggregate of 17,659,000 common shares and 2,000,000 warrants of the Company, representing approximately 14.0% of the issued and outstanding common shares of infinitii (or approximately 15.3% on a partially diluted basis, assuming exercise of the warrants held). The Joint Actor did not hold any common shares or convertible securities of the Company.

Immediately following the Acquisition, ThreeD and the Joint Actor owned and controlled an aggregate of 17,659,000 common shares, 2,000,000 warrants, and convertible debentures entitling ThreeD and the Joint Actor to acquire 5,000,000 Subject Convertible Shares and 5,000,0000 Subject Convertible Warrants of the Company, representing approximately 14.0% of all issued and outstanding common shares of the Company (or approximately 21.4% on a partially diluted basis, assuming exercise of the warrants and Subject Debentures held). Of this total, ThreeD held an aggregate of 17,659,000 common shares, 2,000,000 warrants, and convertible debentures entitling ThreeD to acquire 4,000,000 Subject Convertible Shares and 4,000,000 Subject Convertible Warrants of the Company, which represents approximately 14.0% of the issued and outstanding common shares of infinitii (or approximately 20.3% on a partially diluted basis, assuming exercise of the warrants and Subject Debentures held). The Joint Actor held only convertible debentures entitling the Joint Actor to acquire 1,000,0000 Subject Convertible Shares and 1,000,000 Subject Convertible Warrants, representing 0.0% of the issued and outstanding common shares of infinitii (or approximately 1.6% on a partially diluted basis, assuming exercise of Subject Debentures 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 Inwentash and the Joint Actor are managed for investment purposes, and Inwentash or 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 Debentures were acquired for total consideration paid of $350,000.

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.