ThreeD Capital Inc. Issues Early Warning Report in Connection with the Acquisition of Securities of AI/ML Innovations Inc.
TORONTO, Oct. 02, 2025 (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 and control of an aggregate of 26,000,000 common shares (the “Subject Shares”) and 26,000,000 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 10.2% of all issued and outstanding common shares of AIML at the time of the Acquisition (or approximately 18.6% on a partially diluted basis assuming exercise of the Subject Warrants only). Of this total, (i) ThreeD acquired an aggregate of 6,000,000 Subject Shares and 6,000,000 Subject Warrants, representing approximately 2.4% of the issued and outstanding common shares of AIML (or approximately 4.6% on a partially diluted basis, assuming exercise of such Subject Warrants only), and (ii) the Joint Actor acquired an aggregate of 20,000,000 Subject Shares and 20,000,000 Subject Warrants, representing approximately 7.9% of the issued and outstanding common shares of AIML (or approximately 14.6% on a partially diluted basis, assuming exercise of such Subject Warrants only). As a result of the Acquisition, the percentage ownership held by ThreeD and the Joint Actor increased accordingly.
Immediately prior to the Acquisition, ThreeD and the Joint Actor owned and controlled an aggregate of 30,954,200 common shares, 500,000 stock options, and 19,555,000 common share purchase warrants of the Company that are exercisable within the ensuing 60 days (the "Existing Warrants"), representing approximately 14.3% of all issued and outstanding common shares of AIML (or approximately 21.5% on a partially diluted basis, assuming exercise of such options and Existing Warrants held). Of this total, (i) ThreeD held an aggregate of 20,899,200 common shares and 14,500,000 Existing Warrants, representing approximately 9.6% of the issued and outstanding common shares of AIML (or approximately 15.3% on a partially diluted basis, assuming exercise of the Existing Warrants held), and (ii) the Joint Actor held an aggregate of 10,055,000 common shares, 500,000 stock options, and 5,055,000 Existing Warrants, representing approximately 4.6% of the issued and outstanding common shares of AIML (or approximately 7.0% on a partially diluted basis, assuming exercise of the Existing Warrants and options held).
Immediately following the Acquisition, ThreeD and the Joint Actor own and control an aggregate of 56,954,200 common shares, 500,000 stock options, and 45,555,000 common share purchase warrants of the Company exercisable within the next 60 days (inclusive of the Subject Warrants and the Existing Warrants), representing approximately 22.4% of all issued and outstanding common shares of AIML (or approximately 34.3% on a partially diluted basis, assuming exercise of such warrants and options only). Of this total, (i) ThreeD held an aggregate of 26,899,200 common shares and 20,500,000 common share purchase warrants exercisable within the next 60 days, representing approximately 10.6% of the issued and outstanding common shares of AIML (or approximately 17.3% on a partially diluted basis assuming the exercise of such warrants only); and (ii) the Joint Actor held an aggregate of 30,055,000 common shares, 500,000 stock options, and 25,055,000 common share purchase warrants of the Company exercisable within the next 60 days, representing approximately 11.8% of the issued and outstanding common shares of AIML (or approximately 19.9% on a partially diluted basis, assuming exercise of such warrants and options only).
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 $1,300,000, 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.
| For further information: |
| Matthew Davis, CPA |
| Chief Financial Officer and Corporate Secretary |
| 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.
