DMG Blockchain Solutions Inc. Announces Closing of $17,254,945 Unit Offering

Press Release

VANCOUVER, British Columbia, Nov. 19, 2024– DMG Blockchain Solutions Inc. (TSXV: DMGI) (“DMG” or the “Company”) is pleased to announce that it has closed its previously announced overnight marketed offering (the “Offering”) of 32,556,500 units (the “Units”), including 4,246,500 Units issued pursuant to the full exercise of the over-allotment option granted to the Underwriters (as defined below), at a price of $0.53 per Unit, for aggregate gross proceeds of $17,254,945, pursuant to the terms of an underwriting agreement among the Company and the Underwriters dated as of November 14, 2024 (the “Underwriting Agreement”). Each Unit is comprised of one common share of the Company (each, a “Unit Share”) and one common share purchase warrant of the Company (each, 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 $0.65 per Warrant Share, subject to adjustment in certain events.

The TSX Venture Exchange has conditionally approved the listing of the Unit Shares, the Warrants and the Warrant Shares issued pursuant to the Offering, subject to customary conditions.

Canaccord Genuity Corp., as lead underwriter and sole bookrunner, and a syndicate of underwriters, including Roth Canada Inc. and Ventum Financial Corp., (collectively, the “Underwriters”) acted as the underwriters in connection with the Offering.

Pursuant to the Underwriting Agreement and in consideration of the Underwriters’ services rendered in connection with the Offering, the Company paid to the Underwriters on the Closing Date a cash fee on the equal to 6.0% of the aggregate gross proceeds in respect of the Offering and issued to the Underwriters on the Closing Date such number of broker warrants (each, a “Broker Warrant”) as is equal to 6.0% of the number of Units sold pursuant to the Offering. The characteristics of the Broker Warrants are more particularly described in the Prospectus Supplement.

The Company intends to use the net proceeds of the Offering 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 working capital and for other general corporate purposes.

The Offering was completed pursuant to the Company’s prospectus supplement dated November 14, 2024 (the “Prospectus Supplement”) to its short form base shelf prospectus dated October 1, 2024 (the “Base Shelf Prospectus”) filed with securities regulatory authorities in each of the provinces of Canada, except Quebec, 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. The Prospectus Supplement and the Base Shelf Prospectus are each accessible under the Company’s profile on SEDAR+ at www.sedarplus.ca.

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.

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 & Director
Tel: +1 778 300 5406
Email: investors@dmgblockchain.com
Web: www.dmgblockchain.com

For Investor Relations:
investors@dmgblockchain.com

For Media Inquiries:
Chantelle Borrelli
Head of Communications
chantelle@dmgblockchain.com

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