DMGI DMG Blockchain Solutions Inc

DMG Blockchain Solutions Inc. (TSXV: DMGI) (“DMG” or the “Company”) is pleased to announce that it has priced its previously announced “best efforts” underwritten overnight marketed offering (the “Offering”) of units (the “Units”) of the Company.

Pursuant to the Offering, the Company intends to issue 28,310,000 Units at a price of C$0.53 per Unit (the “Offering Price”) for gross proceeds of approximately C$15 million. Each Unit shall be comprised of one common share of the Company (a “Unit Share”) and one common share purchase warrant (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 (as herein defined) at an exercise price of C$0.65 per Warrant Share, subject to adjustment in certain events.

The Units will be offered by way of a prospectus supplement (the “Prospectus Supplement”) to the Company’s base shelf prospectus dated October 1, 2024 (the “Base Shelf Prospectus”) to be filed in each of the provinces of Canada, except Quebec, and the Units may be also offered in the United States on a private placement basis pursuant to exemptions from the registration requirements under Rule 144A and/or Regulation D of the United States Securities Act of 1933, as amended (the "1933 Act"), subject to receipt of all necessary regulatory approvals, including the approval of the TSX Venture Exchange, and in those other jurisdictions outside of Canada and the United States, provided that no prospectus filing or comparable obligation arises in such other jurisdiction.

The Offering is expected to be completed pursuant to an underwriting agreement (the “Underwriting Agreement”) to be entered into between the Company and Canaccord Genuity Corp. as lead underwriter and sole bookrunner (“Canaccord Genuity” or the “Lead Underwriter”), and a syndicate of underwriters including Roth Canada Inc. and Ventum Financial Corp. (collectively with the Lead Underwriter, the “Underwriters”). The Company has agreed to grant the Underwriters an over-allotment option (the “Over-Allotment Option”) exercisable, in whole or in part, in the sole discretion of the Lead Underwriter, to purchase up to an additional 15% of the number of Units, sold in the Offering for up to 30 days from the closing date of the Offering. The Over-Allotment Option is exercisable to acquire Units, common shares and/or Warrants (or any combination thereof) at the discretion of the Lead Underwriter.

The net proceeds of the Offering are expected to be used for DMG’s recently announced purchase of six one-megawatt hydro mining containers, scheduled for delivery and installation in the current quarter as well as working capital and other general corporate purposes.

The closing of the Offering is expected to occur on or about November 19, 2024 and will be subject to market and other customary conditions (the “Closing Date”).

The Base Shelf Prospectus is available under the Company’s profile on SEDAR+ at www.sedarplus.ca and, upon determination of the size and pricing of the Offering and the signing of the Underwriting Agreement, the Prospectus Supplement will be filed and available on SEDAR+ at www.sedarplus.ca. Alternatively, the Prospectus Supplement and accompanying Base Shelf Prospectus may be obtained by email at investors@dmgblockchain.com.

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 the anticipated terms of the Offering, the anticipated entry into the Underwriting Agreement and the anticipated terms thereof, the anticipated timing of the closing of the Offering, the anticipated use of the net proceeds of the Offering, the anticipated filing of the Prospectus Supplement and the anticipated offering of Units in the United States pursuant to 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 Blockchain Solutions Inc. and on assumptions DMG Blockchain Solutions Inc. believes are reasonable. These assumptions include, but are not limited to assumptions regarding: the Offering, including, but not limited to the terms of the Offering, the entry into the Underwriting Agreement and the terms thereof, the timing of the closing of the Offering, the use of the net proceeds of the Offering, the filing of the Prospectus Supplement and the offering of Units in the United States pursuant to the Offering; 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: 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.