DMGI DMG Blockchain Solutions Inc

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 & 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: receipt of final approval of the TSX Venture Exchange with respect to the listing of the Unit Shares, the Warrants and the Warrant Shares issued pursuant to 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 ability of the Company to obtain the final approval of the TSX Venture Exchange with respect to the listing of the Unit Shares, the Warrants and the Warrant Shares issued pursuant to the Offering; the ability of the Company to use the net proceeds of the Company in the anticipated manner, 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 will not be able to obtain the final approval of the TSX Venture Exchange with respect to the listing of the Unit Shares, the Warrants and the Warrant Shares issued pursuant to the Offering; the risk that the Company may not be able to use the net proceeds of the Company in the anticipated manner, 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.