Ionic Digital Provides Update on 2025 Annual Meeting of Stockholders

AUSTIN, Texas--(BUSINESS WIRE)--Ionic Digital Inc. (“Ionic” or the “Company”), a digital infrastructure and cryptocurrency mining company, today announced that it intends to adjourn, without conducting any business, the annual meeting of stockholders (the “Annual Meeting”) scheduled to be held on March 17, 2025, at 9:00 a.m. (prevailing Eastern Time). The Company’s Board of Directors (the “Board”) made this determination following discussions between the Company and certain stockholders (the “Plaintiff Stockholders”) in litigation pending before the Delaware Court of Chancery (the “Court”) and in light of the timeline set by the Court for that litigation.

More specifically, the Company is a defendant in litigation commenced by the Plaintiff Stockholders pending before the Court where the Plaintiff Stockholders alleged: (i) the size of the board of directors should be held by the Court to consist of six directors, rather than the current five directors; (ii) certain nominees for election as director(s) of the Company’s at the Annual Meeting should be deemed by the Court as having complied with the Company’s Advance Notice Bylaws Section 2.4; and (iii) the quorum requirements at the Annual Meeting should not be set according to Bylaws. The Company strongly disputes the plaintiffs’ allegations and is prepared to defend itself and pursue any applicable counterclaims against the Plaintiff Stockholders.

The Company’s Board of Directors made the decision, following discussions with counsel to the Plaintiff Stockholders, and the Company represented to the Court, that the Company would adjourn the Annual Meeting until approximately 30 days from the date of the Court’s decision in the pending litigation.

A trial has been set by the Court for May 8 or 9, 2025. The Company expects to hold the Annual Meeting approximately 30 days from the date of the Court’s decision. The Company will announce the new date for the Annual Meeting following the Court’s decision.

About Ionic Digital

Ionic Digital is a prominent Bitcoin miner and emerging innovator in energy monetization. With facilities across the United States and a total capacity of 394 megawatts, Ionic expects to drive the next generation of energy efficient, low-cost computing through sustainable Bitcoin mining. For more information, visit ionicdigital.com and follow us on X at @IonicDigital.