Miami, Florida--(Newsfile Corp. - February 11, 2026) - On February 11, 2026, Razvan Romanescu (the "Acquirors"), disposed of 18,000,000 common shares (the "Common Shares") of Vertiqal Studios Corp. (TSX: VRTS) (the "Issuer") (the "Transaction").

Immediately prior to February 11, 2026, the Acquiror had direct beneficial ownership and control and direction over 99,763,516 Common Shares (composed of 96,259,583 issued and outstanding Common Shares and a convertible debenture of the Issuer with principal amount of $65,000 issued in November 2022 (the "Convertible Debenture") which is automatically convertible on surrender of the Convertible Debenture certificate into 3,503,933 Common Shares (after taking into account accrued interests in an amount of $22,598.32 also convertible into Common Shares) representing 11.57% of the Issuer's issued and outstanding Common Shares calculated on a partially diluted adjusted basis (i.e. considering the deemed issuance of all of the Convertible Debenture 3,503,933 underlying Common Shares) for a total of 862,421,352 issued and outstanding Common Shares in the capital of the Issuer.

Following the Transaction, the number of Common Shares over which the Acquiror now has direct or deemed beneficial ownership, control and direction is 81,764,516 Common Shares (composed of 78,259,583 issued and outstanding Common Shares and 3,503,933 non-issued Common Shares issuable upon the conversion of Convertible Debenture) representing 9.48% of the Issuer's issued and outstanding Common Shares calculated on a partially diluted adjusted basis (i.e. considering the deemed issuance of all of the Convertible Debenture 3,503,933 underlying Common Shares) for a total of 862,421,352 issued and outstanding Common Shares in the capital of the Issuer.

In accordance with applicable securities laws, the Acquiror may, from time to time and at any time, acquire additional Common Shares, and/or other equity, debt or other securities or instruments of the Issuer (collectively, "Securities") in the open market or otherwise, and the Acquiror reserves the right to dispose of any or all of such Securities in the open market or otherwise at any time and from time to time, and to engage in similar transactions with respect to the Securities, the whole depending on market conditions, the business and prospects of the Issuer and other relevant factors.

The Acquiror disposed of the Securities for investment purposes, and has no present intention of acquiring additional Securities. Depending upon Acquirors' evaluation of the business, prospects and financial condition of the Issuer, the market for the Securities, general economic and tax conditions and other factors, the Acquiror may acquire more or sell some or all of the Securities owned, managed or controlled by the Acquiror.

This press release is issued pursuant to early warning requirements of National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues ("NI 62-103") which also requires that it be filed on SEDAR+ together with an Early Warning Report relating to the Transaction.

For further information please refer to the Early Warning Report to be posted on Vertiqal Studios Corp.'s SEDAR+ profile at www.sedarplus.ca.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/283631

Source: Razvan Romanescu