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San Francisco, California, March 5th, 2025, Chainwire

San Francisco, California, March 5th, 2025, Chainwire

Announce Class Action Lawsuit to Ensure Two Seats are Up For Election at the Annual Meeting

The Concerned Stockholders Strongly Stand by their Nominations as Valid

Three stockholders of Ionic Digital Inc. (“Ionic Digital” or the “Company”), Tony Vejseli, Chris Villinger, and Brett Perry (collectively, the “Concerned Stockholders”) issue this statement of clarification ahead of the election of directors to the Board of Directors of the Company (the “Board”) at its upcoming annual meeting of stockholders currently scheduled for March 17, 2025 (the “Annual Meeting”).  

On February 14, the Concerned Stockholders nominated Michael Abbate and Oliver Wiener to the two Class I Board seats up for election at the Annual Meeting. On February 24, Ionic Digital sent proxy materials to stockholders suggesting that only one Class I seat was open for election, for which Elizabeth LaPuma was the Company’s nominee. On February 25, the Company subsequently updated its website without a formal announcement that on February 6, 2025 the Board had resolved to reduce the number of Board seats to 5, and the number of Class I seats to one. Although the Company had received the nomination notice two weeks earlier, board size reduction was not mentioned.

The Concerned Stockholders believe that this action constitutes a breach of fiduciary duty by the Company’s directors and that the resolution is invalid. Certain shareholders have filed a class action Complaint in the Delaware Court of Chancery to ensure stockholders’ voices are heard. The Concerned Stockholders assert that stockholders need greater representation and fresh ideas. They believe TWO seats of the Board remain up for election and encourage stockholders to vote for their TWO candidates, Mike Abbate and Oliver Weiner, on the GOLD proxy card to fill the TWO vacant seats up for election. 

Further, on March 3, the Company issued a statement purporting to reject the Concerned Stockholders’ Board nominations. The Concerned Stockholders strongly stand by their nominations as valid, as these nominations were made in full compliance with the Company’s own bylaws, disclosed all requested agreements and arrangements, provided everything the Company’s bylaws asked for and voluntarily provided additional information. The Concerned Stockholders believe this action limits stockholder choice in the upcoming election. The Concerned Stockholders believe that the nominations of Messrs. Abbate and Weiner remain valid and intend to pursue the appropriate steps to preserve their rights, the validity of their nominations and stockholder votes.     

The Concerned Stockholders believe that Messrs. Abbate and Wiener will dedicate their efforts to advocate for the interests of Company stockholders. The Concerned Stockholders Shareholders encourage stockholders to vote for the TWO nominations on the GOLD card at www.ionicvote.com. 

The Concerned Stockholders are committed to a free and fair election, where all Ionic Digital stockholders have a real choice in who represents them in the boardroom.  

The Concerned Stockholders suggest that other stockholders NOT sign or vote any proxy cards received from the Company. Only the latest-dated vote counts; if stockholders have already voted the Company’s proxy card or provided their vote to the Company’s proxy solicitor over the phone or online, they may still vote on the Concerned Stockholders’ GOLD proxy card. This will revoke a prior vote with the Company. The Concerned Stockholders recommend voting only on the GOLD proxy card to ensure stockholder support is properly counted.

This is the chance for stockholders to have their voices heard!

About the Nominating Stockholders’ Nominees 

Oliver Wiener is a Founder and Managing Partner of Kensington Merchant Partners, an investment management and corporate development advisory business focused on Financials, Fintech, Insurance, Insuretech, and Blockchain verticals, and has over 20 years of financial and investment experience, with a focus on the technology, blockchain, and fintech industries. Mr. Wiener currently serves on the board of directors of Chain Bridge I, a publicly-traded SPAC, and The National Security Group, Inc., an insurance holding company. Mr. Wiener is a founding team member of investment bank BTIG. 

Michael Abbate currently serves as an advisor to Figure Markets Holdings, Inc. (“Figure Markets”) and is a seasoned investor in the bitcoin mining, AI data center, and energy infrastructure industries. As a former Managing Partner of NovaWulf Digital Management, LP, Mr. Abbate led the stalking horse bid in the Celsius Network LLC bankruptcy and is intimately familiar with Ionic Digital’s assets and the Company’s current business structure. In addition, Mr. Abbate has over 20 years of experience in complex corporate restructuring.

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