DMGI DMG Blockchain Solutions Inc

DMG Blockchain Solutions Inc. (TSX-V: DMGI) (OTCQB US: DMGGF) (FRANKFURT: 6AX) ("DMG"), a leading vertically integrated blockchain and data center technology company, announces the signing of a Memorandum of Understanding (“MOU”) with Malahat First Nation’s Economic Development Corporation (“Malahat”) to develop a total of 30 megawatts of artificial intelligence (AI) data centers, evenly split between the two parties (the “Transaction”).

DMG plans to develop its portion of the AI infrastructure at its Christina Lake facility, while Malahat will focus on expanding their infrastructure on their lands on Vancouver Island. Both parties are committed to using clean energy sources within British Columbia, aligning with the province's sustainability goals. Together, they emphasize the importance of Indigenous-owned and partnered technology projects powered by clean energy, ensuring that First Nations, industry and government collaborate to deliver shared economic benefits to local communities while contributing to British Columbia’s low-carbon future.

The project will be managed through a general partnership led by DMG. The partnership intends to secure power from BC Hydro for both Malahat’s portion and future expansion phases, subject to the execution of a definitive agreement (“Definitive Agreement”) between the parties. DMG will take responsibility for developing, managing and operating both data centers, which will be designed to meet the processing resilience needs of future client projects.

The Transaction is conditional upon, among other things:

1. the parties will have received all necessary regulatory and third-party consents, approvals and authorizations as may be required in respect of the Transaction;
2. completion of due diligence to the satisfaction of the parties;
3. approval of the board of directors of each of the parties to final terms and conditions of the Transaction as set forth in the Definitive Agreement and all other necessary matters related thereto prior to the signing of the Definitive Agreement;
4. the signing of the Definitive Agreement; and
5. completion of all matters and the satisfaction of all conditions (unless waived in writing), under the Definitive Agreement required to be completed or satisfied on or before closing of the Transaction, including but not limited to completion of any financing(s) that may be required.

In addition to this project, and on commercially reasonable terms, DMG will enter into an exclusive agreement to procure battery and energy system management technologies from Malahat Battery Technologies — a limited partnership between the economic development corporation of the Malahat Nation and Energy Plug Technologies Corp. This procurement will support the development and operation of high-performance AI data center facilities at Malahat and Christina Lake. Each site is projected to require 7.5 to 15 megawatt-hours of battery systems to meet their energy demands. The parties will collaborate closely to ensure that the supplied technology aligns with both operational requirements and sustainability goals.

A key focus of this initiative is Indigenous-led development, with the Malahat Nation playing a central role in driving economic and employment growth. Malahat will hold a controlling stake in the joint venture. DMG is committed to ensuring that at least 10% of the workforce at the Malahat facility consists of Indigenous employees, with a focus on youth apprenticeships. Additionally, DMG will source energy systems from Malahat Battery Technologies and provide funding for Malahat Nation cultural programs, adhering to all regulations concerning cultural heritage and archaeological materials.

Commenting on the partnership, DMG’s CEO Sheldon Bennett said, “This collaboration with the Malahat Nation represents a pivotal step forward for both organizations and the Canadian technology sector as a whole. By developing a combined 30 megawatts of leading-edge AI data centers — one in the Malahat Nation business park and the other at our Christina Lake facility — we are not only advancing critical infrastructure but also empowering Indigenous communities to take a leading role in the future of technology. This partnership is about creating lasting economic value, preserving cultural heritage and promoting sustainable growth. We are honored to work alongside the Malahat Nation and are deeply committed to fostering long-term growth, workforce development and providing meaningful employment opportunities for Indigenous peoples. We are working towards finalizing the Definitive Agreement and completing the Transaction.”

DMG will issue an additional news release related to the final legal structure and terms of the Transaction, financing terms and other material information as it becomes available.

About The Malahat Nation

The Malahat Nation is a proud Coast Salish Indigenous community and one of the five W̱SÁNEĆ (Saanich) Nations. We are situated between Victoria and Mill Bay, British Columbia, Canada with two reserve lands located on the western shore of Saanich Inlet nestled beneath a nearby mountain range commonly known as The Malahat, one of the most sacred sites on southern Vancouver Island.

The Economic Development Corporation of the Malahat Nation (“YOS”), seeks business opportunities that align with Malahat laws and values and YOS’s mission to support the growth of business and employment opportunities for members of Malahat and to support learning, family, health, culture and traditions while looking after the lands and resources of Malahat, to make a better world for future generations.

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’s subsidiary Systemic Trust Corporation is focused on custody of digital assets.

For more information on DMG Blockchain Solutions visit: www.dmgblockchain.comFollow @dmgblockchain on Twitter and subscribe to DMG's YouTube channel.

For further information, please contact:On behalf of the Board of Directors,

Sheldon Bennett, CEO & DirectorTel: 516-222-2560Email: investors@dmgblockchain.com Web: www.dmgblockchain.com 

For Investor Relations:investors@dmgblockchain.com 

For Media Inquiries:Chantelle BorrelliHead of Communications chantelle@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 Information

This news release contains forward-looking information or statements based on current expectations. Forward-looking statements contained in this news release include statements regarding presenting at upcoming conferences, DMG’s strategies and plans, entering into a definitive agreement with Malahat and the expected benefits and outcomes of the potential Transaction, delivering products that enable the monetization of bitcoin transactions, developing and executing on the Company’s products and services, increasing self-mining, the launch of products and services, events, courses of action, and the potential of the Company’s technology and operations, among others, are all forward-looking information.

Future changes in the Bitcoin network-wide mining difficulty rate or Bitcoin hash rate may materially affect the future performance of DMG’s production of bitcoin, and future operating results could also be materially affected by the price of bitcoin and an increase in hash rate mining difficulty.

Forward-looking statements consist of statements that are not purely historical, including any statements regarding beliefs, plans, expectations, or intentions regarding the future. Such information can generally be identified by the use of forwarding-looking wording such as "may", "expect", "estimate", "anticipate", "intend", "believe" and "continue" or the negative thereof or similar variations. The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the Company, including but not limited to, market and other conditions, volatility in the trading price of the common shares of the Company, business, economic and capital market conditions; the ability to manage operating expenses, which may adversely affect the Company's financial condition; the ability to remain competitive as other better financed competitors develop and release competitive products; regulatory uncertainties; access to equipment; market conditions and the demand and pricing for products; the demand and pricing of bitcoins; security threats, including a loss/theft of DMG's bitcoins; DMG's relationships with its customers, distributors and business partners; the inability to add more power to DMG's facilities; DMG's ability to successfully define, design and release new products in a timely manner that meet customers' needs; the ability to attract, retain and motivate qualified personnel; competition in the industry; the impact of technology changes on the products and industry; failure to develop new and innovative products; the ability to successfully maintain and enforce our intellectual property rights and defend third-party claims of infringement of their intellectual property rights; the impact of intellectual property litigation that could materially and adversely affect the business; the ability to manage working capital; and the dependence on key personnel. DMG may not actually achieve its plans, projections, or expectations. Such statements and information are based on numerous assumptions regarding present and future business strategies and the environment in which the Company will operate in the future, including the demand for its products, the ability to successfully develop software, that there will be no regulation or law that will prevent the Company from operating its business, anticipated costs, the ability to secure sufficient capital to complete its business plans, the ability to achieve goals and the price of bitcoin. Given these risks, uncertainties, and assumptions, you should not place undue reliance on these forward-looking statements. The securities of DMG are considered highly speculative due to the nature of DMG's business. For further information concerning these and other risks and uncertainties, refer to the Company’s filings on www.sedarplus.ca. In addition, DMG’s past financial performance may not be a reliable indicator of future performance.

Factors that could cause actual results to differ materially from those in forward-looking statements include, failure to obtain regulatory approval, the continued availability of capital and financing, equipment failures, lack of supply of equipment, power and infrastructure, failure to obtain any permits required to operate the business, the impact of technology changes on the industry, the impact of viruses and diseases on the Company's ability to operate, secure equipment, and hire personnel, competition, security threats including stolen bitcoins from DMG or its customers, consumer sentiment towards DMG's products, services and blockchain technology generally, failure to develop new and innovative products, litigation, adverse weather or climate events, increase in operating costs, increase in equipment and labor costs, equipment failures, decrease in the price of Bitcoin, failure of counterparties to perform their contractual obligations, government regulations, loss of key employees and consultants, and general economic, market or business conditions. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The reader is cautioned not to place undue reliance on any forward-looking information. The forward-looking statements contained in this news release are made as of the date of this news release. Except as required by law, the Company disclaims any intention and assumes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. Additionally, the Company undertakes no obligation to comment on the expectations of or statements made by third parties in respect of the matters discussed above.