Concerned Shareholders Nominate Two Highly-Qualified Candidates for Election to Ionic Digital’s Board of Directors

[PRESS RELEASE – San Francisco, USA, February 18th, 2025]

• Urge Shareholders NOT to Return any Proxy Card or Materials Received from the Company
• Comment on their Pending Litigation against Ionic Digital in the Court of Chancery for the State of Delaware

Three shareholders of Ionic Digital Inc. (“Ionic Digital” or the “Company”), Tony Vejseli, Chris Villinger and Brett Perry (collectively, the “Nominating Shareholders”) today announced that they have nominated two highly qualified candidates for election to the Company’s Board of Directors (the “Board”) at its upcoming annual meeting of shareholders currently scheduled for March 17, 2025 (the “Annual Meeting”).

Based on publicly available information, the Nominating Shareholders believe that the seats of two Class I directors will be up for election at the Annual Meeting. The first seat is currently held by the Chairwoman of the Board, Elizabeth La Puma, and the second seat is vacant. The Company has not yet publicly announced its slate of director candidates for the Annual Meeting.

The Nominating Shareholders have nominated Oliver Wiener and Michael Abbate as directors to the Board. Mr. 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 in 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.  Mr. 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.

The Nominating Shareholders remain committed to enhancing transparency, efficiency and accountability around Ionic Digital’s financial and operational metrics and seek to provide liquidity for stakeholders in the near term – goals that the current Board under Chairwoman LaPuma has failed to achieve. The Nominating Shareholders strongly believe that Messrs. Wiener and Abbate will work tirelessly to achieve these objectives and will best represent the interests of all Company shareholders.

Given the unique nature of Ionic Digital’s shareholder base, spanning over eighty thousand individuals across the globe, the Nominating Shareholders have been working with Figure Markets and GXD Labs LLC (“GXD Labs”) to help effectuate change to the Company’s Board. Figure Markets and GXD Labs have agreed to bear all costs in connection with the Nominating Shareholders’ solicitation of shareholders, including the nominations.

The Nominating Shareholders are also committed to a free and fair election, where all of the Company’s shareholders have a real choice in who represents them in the boardroom. To that end, on February 10, 2025, the Nominating Shareholders filed a complaint against the Company in the Court of Chancery of the State of Delaware (the “Court”), requesting that the Court compel the Company to share its shareholders list, which is needed in order to effectively solicit shareholder votes at the Annual Meeting. The Nominating Shareholders also seek a Court order waiving the quorum requirement. This will prevent the Board from adjourning the Annual Meeting and entrenching themselves if the Company slate fails to get sufficient votes. A hearing on these matters will be held on March 11, 2025.

Ionic Digital shareholders will likely be receiving, or have already received, proxy materials from the Company. The Nominating Shareholders urge other shareholders NOT to sign or vote any proxy cards received from the Company – even as a protest vote. Only the latest-dated vote counts; if shareholders have already voted the Company’s proxy card or provided their vote to the proxy solicitor over the phone or online, a later-dated vote on the Nominating Shareholders’ proxy card will revoke your prior vote. The Nominating Shareholders encourage all shareholders NOT to return the Company’s proxy card to avoid accidentally revoking any proxy card returned to the Nominating Shareholders.

This is the chance for shareholders to finally have their voices heard. More information on how exactly to vote for the Nominating Shareholders’ nominees will be distributed as soon as it is available.

“The current board members of Ionic Digital were not selected by the shareholders. Instead of embracing a fresh start following Ionic Digital’s emergence from the Celsius bankruptcy, the board continues to operate as it did in Chapter 11. During the bankruptcy proceedings, shareholders were promised a leading role in the new company. It is time to honor that promise by allowing shareholders to nominate the leaders they want for Ionic Digital,” said Tony Vejseli, Shareholder.

The Nominating Shareholders look forward to garnering the community’s support in bringing real change to Ionic Digital.

About Figure Markets

Figure Markets is democratizing finance through blockchain technology, creating a decentralized marketplace for diverse asset classes, including crypto, stocks, bonds, and credit. The platform aims to empower members with control over their assets, leveraging blockchain to replace traditional intermediaries and provide a seamless experience with enhanced leverage, liquidity, and borrowing options.

Backed by leading venture capital and strategic partners such as Jump Crypto, Pantera, Distributed Global, Faction Lightspeed, NewForm Capital, and CMT Digital, Figure Markets is led by experienced professionals from traditional finance, fintech, and DeFi, including co-founders Mike Cagney and June Ou.

For more information, users can visit www.figuremarkets.com.

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