DMGI DMG Blockchain Solutions Inc

DMG Blockchain Solutions Inc. (TSXV: DMGI) (“DMG” or the “Company”) is pleased to announce that it has filed its prospectus supplement dated November 14, 2024 (the “Prospectus Supplement”) to the Company’s short form base shelf prospectus dated October 1, 2024 (the "Base Shelf Prospectus") in each of the provinces of Canada, except Quebec, in respect of its previously announced overnight marketed offering (the “Offering”) of 28,310,000 units of the Company (the “Units”) at a price of $0.53 per Unit for aggregate gross proceeds of $15,004,300 through a syndicate of underwriters led by Canaccord Genuity Corp. (the “Lead Underwriter”), including Roth Canada Inc. and Ventum Financial Corp. (collectively, the “Underwriters”). The Offering will be conducted pursuant to the terms of an underwriting agreement entered into by the Company and the Underwriters on November 14, 2024 (the “Underwriting Agreement”).

Each Unit shall be comprised of one common share of the Company (a “Unit Share”) and one common share purchase warrant (a “Warrant”). Each Warrant shall be exercisable into one common share of the Company (a “Warrant Share”) for a period of 60 months from the closing date of the Offering (the “Closing Date”) at an exercise price of C$0.65 per Warrant Share, subject to adjustment in certain events.

Pursuant to the Underwriting Agreement, the Company has granted the Underwriters an over-allotment option (the “Over-Allotment Option”) exercisable, in whole or in part, in the sole discretion of the Lead Underwriter, to purchase up to an additional 15% of the number of Units sold in the Offering for up to 30 days from the Closing Date. The Over-Allotment Option is exercisable to acquire Units, Unit Shares and/or Warrants (or any combination thereof) at the discretion of the Lead Underwriter, as more particularly described in the Prospectus Supplement.

The Offering will be conducted in each of the provinces of Canada, except Quebec, and may be conducted in the United States on a private placement basis pursuant to an exemption from the registration requirements of the United States Securities Act of 1933, as amended (the “1933 Act”), and applicable state securities laws, and in certain other jurisdictions outside of Canada and the United States that are mutually agreed to by the Company and the Underwriters, in each case in accordance with all applicable laws of any such jurisdiction and on a basis which does not give rise to any requirement under the laws of any such jurisdiction to prepare and/or file a prospectus, registration statement, offering memorandum, or document having similar effect, or create any ongoing compliance or continuous disclosure obligations for the Company pursuant to the laws of such jurisdiction.

Closing of the Offering is expected to occur on or about November 19, 2024. The TSX Venture Exchange has conditionally approved the listing of the Unit Shares, the Warrants and the Warrant Shares to be issued pursuant to the Offering, including any Unit Shares, Warrants and/or Warrant Shares issued upon exercise of the Over-Allotment Option, subject to customary conditions.

Access to the Prospectus Supplement, the Base Shelf Prospectus and any amendment thereto is provided in accordance with securities legislation relating to procedures for providing access to a shelf prospectus supplement, a base shelf prospectus and any amendment. The Prospectus Supplement and the Base Shelf Prospectus are each accessible under the Company’s profile on SEDAR+ at www.sedarplus.ca. An electronic or paper copy of the Prospectus Supplement, the Base Shelf Prospectus and any amendment thereto, may be obtained, without charge, from the Company at investors@dmgblockchain.com by providing the contact with an email address or address, as applicable.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities being offered have not been, nor will they be, registered under the 1933 Act or under any U.S. state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act, and applicable U.S. state securities laws.

Correction to Press Release dated November 12, 2024

The Company’s press release issued on November 12, 2024 announcing the Offering included a minor error in the statement of expected use of proceeds. As disclosed in the Prospectus Supplement, the net proceeds of the Offering are expected to be used in conjunction with the Company’s purchase of six one-megawatt hydro mining containers, scheduled for delivery and installation in the current quarter as well as for working capital and other general corporate purposes.

About DMG Blockchain Solutions Inc.

DMG is a sustainable, vertically integrated blockchain and data center technology company that develops, manages, and operates comprehensive platform solutions to monetize the blockchain ecosystem. The company’s operations are driven by two strategic pillars: Core and Core+, both unified by DMG’s commitment to vertical integration and environmentally responsible practices. DMG is the parent company of Systemic Trust Corporation, which is focused on the custody of digital assets.

For more information on DMG Blockchain Solutions visit: www.dmgblockchain.com Follow @dmgblockchain on X, LinkedIn, Facebook and subscribe to DMG's YouTube channel.

For further information, please contact:On behalf of the Board of Directors,Sheldon Bennett, CEO & DirectorTel: +1 778 300 5406Email: investors@dmgblockchain.comWeb: www.dmgblockchain.com

For Investor Relations:investors@dmgblockchain.com

For Media Inquiries:Chantelle BorrelliHead of Communicationschantelle@dmgblockchain.com

Neither the TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.

Cautionary Note Regarding Forward-Looking Statements

This press release may contain statements that may be deemed to be "forward-looking statements" within the meaning of applicable Canadian securities legislation. All statements, other than statements of historical fact, included herein are forward-looking information, including, but not limited to, statements regarding: the anticipated terms of the Offering, the anticipated terms of the Units and the Warrants, the anticipated offering jurisdictions in respect of the Offering, the anticipated timing of the closing of the Offering and the anticipated use of the net proceeds of the Offering. Generally, forward-looking information may be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "proposed", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases, or by the use of words or phrases which state that certain actions, events or results may, could, would, or might occur or be achieved. This forward-looking information reflects DMG’s current beliefs and is based on information currently available to DMG and on assumptions DMG believes are reasonable. These assumptions include, but are not limited to assumptions regarding: the completion of the Offering, on the anticipated terms thereof or at all; the ability of blockchain technology to disrupt multiple industries; growth and expectations of the Company’s Terra Pool, Core+ business strategy and Bitcoin self-mining operations; the expansion of the Company’s mining operations to additional sites; the purchase, delivery and installation of additional Bitcoin mining rigs at the Christina Lake Facility or any additional sites to be developed or acquired by the Company; changes to market conditions; changes to the regulatory climate; and such other factors and risks as disclosed in the Company’s most recent annual information form, management’s discussion and analysis and other documents filed from time to time under the Company’s profile on SEDAR+ at www.sedarplus.ca. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance, or achievements of the Company or its subsidiaries to be materially different from those expressed or implied by such forward-looking information. Such risks and uncertainties may include, but are not limited to: the risk that the Company does not complete the Offering, on the anticipated terms thereof or at all, prevailing capital markets conditions, the risks and uncertainties associated with the digital currency and blockchain industry, equipment failures, lack of supply of equipment, power and infrastructure, general business, economic, competitive, political and social uncertainties, changes in legislation, including regulatory legislation, affecting digital assets, and lack of qualified, skilled labor or loss of key individuals. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated, or intended. Accordingly, readers should not place undue reliance on forward-looking information. The Company does not undertake to update any forward-looking information, except in accordance with applicable securities laws.