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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): October 30, 2023
I-ON
DIGITAL CORP.
(Exact
Name of Registrant as Specified in its Charter)
| Delaware |
|
000-54995 |
|
46-3031328 |
| (State
of Organization) |
|
(Commission
File Number) |
|
(I.R.S.
Employer Identification No.) |
1244
N. Stone St. Unit #3, Chicago, IL 60610
(Address
of principal executive offices)
Registrant’s
telephone number, including area code: (866) 440-2278
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12) |
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b)) |
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading
Symbol(s) |
|
Name of each exchange
on which registered |
| Common Stock, $0.0001 par value per share |
|
IONI |
|
OTC Markets |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item
1.01. |
Entry
into a Material Definitive Agreement. |
On
October 30, 2023, I-ON Digital Corp. (the “Company”) entered into a Contribution and Exchange Agreement (the “Contribution
and Exchange Agreement”) with Orebits Acquisition Group, a Wyoming limited liability company (“OAG”), pursuant to which
the Company will acquire 910,000 shares of currently outstanding common stock of Orebits Corp. (“Orebits”), representing
a controlling interest in Orebits, in exchange for 910,000 shares of Series C Preferred Stock of the Company (“Series C Stock”
and such transaction, the “Transaction”). As part of the Contribution and Exchange Agreement, upon and by virtue of the consummation
of the Transaction, OAG will transfer all its right, title and interest in and to approximately 9,700 Orebits.AU gold-backed digital
assets to the Company.
Conditions
to Consummation of the Transaction
Consummation
of the Transaction is generally subject to customary conditions of the respective parties, and conditions customary to special purpose
acquisition companies, including (a) the absence of any law or governmental order preventing the consummation of the Transaction, (b)
the filing of a Certificate of Designations setting forth the rights, preferences and privileges of Series C Stock and (c) the shares
of Series C Stock having been duly authorized and issued as of the Closing.
Termination
The
Contribution and Exchange Agreement may be terminated under certain customary and limited circumstances at any time prior to the Closing,
including by mutual written consent or if the Transaction has not been consummated on or prior to March 31, 2024 (subject to extensions
for delays as set forth in the Contribution and Exchange Agreement).
A
copy of the Contribution and Exchange Agreement is filed with this Current Report on Form 8-K as Exhibit 1.1 and is incorporated herein
by reference. The foregoing description of the Contribution and Exchange Agreement and the Transaction is not complete and is subject
to, and qualified in its entirety by, reference to the actual agreement. The Contribution and Exchange Agreement contains representations,
warranties and covenants that the respective parties made to each other as of the date of the Contribution and Exchange Agreement
or other specific dates. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract
among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with
negotiating such agreement. In particular, the assertions embodied in the representations and warranties in the Contribution and Exchange
Agreement were made as of a specified date, are modified or qualified by information in one or more confidential disclosure letters prepared
in connection with the execution and delivery of the Contribution and Exchange Agreement, may be subject to a contractual standard of
materiality different from what might be viewed as material to investors, or may have been used for the purpose of allocating risk between
the parties. Accordingly, the representations and warranties in the Contribution and Exchange Agreement are not necessarily characterizations
of the actual state of facts about the Company or the other parties at the time they were made or otherwise and should only be read in
conjunction with the other information that the Company makes publicly available in reports, statements and other documents filed with
the SEC.
A
copy of the Contribution and Exchange Agreement memorializing the Transaction is attached as Exhibit 2.1 hereto and is incorporated by
reference herein. A copy of the press release announcing the execution of the Transaction is attached as Exhibit 99.1 hereto and
is incorporated by reference herein.
| Item
7.01. |
Regulation
FD Disclosure. |
On
October 30, 2023, the Company issued a press release announcing the execution of the Contribution and Exchange Agreement. The press release
is furnished herewith as Exhibit 99.1 and is incorporated by reference.
| Item
9.01. |
Financial
Statements and Exhibits. |
(d)
Exhibits.
SIGNATURES
Pursuant
to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
| Date: October 30, 2023 |
I-ON DIGITAL CORP. |
| |
|
|
| |
By: |
/s/ Carlos X. Montoya |
| |
Name: |
Carlos X. Montoya |
| |
Title: |
President |
Exhibit
2.1
CONTRIBUTION
AND EXCHANGE AGREEMENT
THIS
CONTRIBUTION AND EXCHANGE AGREEMENT (this “Agreement”) is made and entered into as of October 30, 2023 by and between
I-ON Digital Corp., a Delaware corporation (“ION”), and Orebits Acquisition Group, LLC, a Wyoming limited liability
company (“OAG”).
RECITALS
A.
OAG owns 910,000 shares of common stock, par value $0.00001 per share, of Orebits Corp., a Delaware corporation (“Orebits”
and such shares, the “Orebits Shares”).
B.
OAG wishes to contribute the Orebits Shares to ION solely in exchange for 910,000 shares of Series C Preferred Stock of ION (the “Series
C Shares”).
NOW,
THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows.
AGREEMENT
The
parties hereto agree as follows:
Section
1. Authorization of Series C Shares. Prior
to the Closing, ION shall have authorized the issuance of the Series C Shares in accordance with the terms hereof in exchange for the
Orebits Shares and filed a Certificate of Designation with the Secretary of State of Delaware setting forth the rights, preferences and
privileges of the Series C Shares (the “Certificate of Designations”).
Section
2. Contribution and Exchange Transaction.
(a)
At the Closing, OAG shall contribute all of the Orebits Shares to ION, free and clear of all liens (other than any restrictions under
the Securities Act of 1933, as amended (the “Securities Act”), and state securities laws or liens created by or resulting
from actions of ION), solely in exchange for the Series C Shares.
(b)
By accepting the Series C Shares and effective as of the Closing, OAG hereby agrees that the Series C Shares issued hereunder will be
subject to the restrictions and obligations (including with respect to transfer) applicable thereto contained in and pursuant to the
Certificate of Designations, the Bylaws of ION and the Securities Act. If requested by ION, OAG shall execute any additional documentation
as necessary to evidence the foregoing.
(c)
The Series C Shares shall not be certificated unless otherwise determined by the Board. If the Series C Shares becomes evidenced by certificates,
ION will retain such certificates on behalf of the record holders of the Series C Shares.
(d)
ION’s obligation to issue the Series C Shares shall be conditioned in all respects on the satisfaction of the conditions set forth
in Section 6 of this Agreement.
Section
3. Closing. The
closing of the transactions contemplated by this Agreement (the “Closing”) shall
take place not more than three (3) business days following the satisfaction or waiver of all conditions to closing set forth in Section
6 or Section 7 of this Agreement. The Closing shall take place at ION’s corporate offices, or at such other place mutually agreed
upon between the parties and shall be deemed effective as of 12:01 a.m. Central Time on the date of the Closing.
Section
4. OAG Representations and Warranties. As
an inducement to ION to enter into this Agreement, on the date hereof and as of the Closing, OAG hereby represents and warrants to ION
that:
(a)
the Series C Shares will be received for OAG’s own account and not with a view to, or an intention of, distribution thereof in
violation of the Securities Act, or any applicable state securities laws, and the Series C Shares will not be disposed of in contravention
of the Securities Act or any applicable state securities laws;
(b)
OAG is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Series C Shares;
(c)
OAG is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act;
(d)
OAG is able to bear the economic risk of OAG’s investment in the Series C Shares for an indefinite period of time because the Series
C Shares have not been registered under the Securities Act or applicable state securities laws and are subject to substantial restrictions
on sale and transfer;
(e)
OAG has had an opportunity to ask questions and receive reasonably sufficient answers concerning the terms and conditions of the Series
C Shares and has had full access to information concerning ION and its Subsidiaries as OAG has reasonably requested;
(f)
OAG has received and carefully reviewed copies of this Agreement and the documents contemplated hereby, including the schedules and exhibits
thereto (collectively, the “Transaction Documents”), is familiar with the transactions contemplated hereby and thereby
and fully understands the terms and conditions of the Transaction Documents;
(g)
OAG has been given ample opportunity to consult, and has consulted, with independent tax, legal, accounting and other advisors and counsel
regarding OAG’s rights and obligations under the Transaction Documents and intends for such terms to be binding upon and enforceable
against OAG, all of which are hereby voluntarily and willingly agreed to by OAG;
(h)
OAG has full power and authority and legal capacity to execute and deliver each Transaction Document to which OAG is a party;
(i)
each Transaction Document to which OAG is or will be a party has been or will be duly executed and delivered by OAG and constitutes or
will constitute the legal, valid and binding obligation of OAG, enforceable in accordance with its terms, except as the enforceability
hereof may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement
of creditor’s rights generally and as limited by the availability of specific performance and other equitable remedies or applicable
equitable principles (whether considered in a proceeding at law or in equity);
(j)
the execution, delivery and performance by OAG of each Transaction Document to which OAG is a party do not and will not conflict with,
violate or cause a breach of any agreement, contract or instrument to which OAG is a party or any judgment, order or decree to which
OAG is subject; and
(k)
OAG is not a party to or bound by any agreement that would in any way prohibit, impede or adversely affect OAG’s ability to perform
under any of the Transaction Documents to which OAG is a party or the rights and obligations set forth herein.
Section
5. ION Representations and Warranties.
As an inducement to ION to enter into this Agreement, on the date hereof and as of the Closing, OAG hereby represents and warrants to
ION that:
(a)
ION is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware and has all requisite
corporate power and authority to carry on its business as now conducted.
(b)
The Series C Shares being issued to OAG hereunder, when issued, sold and delivered in accordance with the terms of this Agreement for
the OAG shares contributed herein, will be duly and validly issued, fully paid and nonassessable and will be free of restrictions on
transfer other than restrictions on transfer under this Agreement and under applicable state and federal securities laws. The issuance
of the Series C Shares is not subject to the preemptive rights of any stockholders or other person or entity.
(c)
No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal,
state or local governmental authority on the part of ION is required in connection with the consummation of the transactions contemplated
by this Agreement.
(d)
ION is not in violation or default of any provision of its organizational documents, or in any material respect of any instrument, judgment,
order, writ, decree, privacy policy or contract to which it is a party or by which it is bound, or, to its knowledge, of any provision
of any federal or state statute, rule or regulation applicable to ION (including, without limitation, those related to privacy, personally
identifiable information or export control). The execution, delivery and performance of this Agreement, and the consummation of the transaction
contemplated hereby will not result in any such violation or default or be in conflict with or constitute, with or without the passage
of time and giving of notice, either a default under any such provision, instrument, judgment, order, writ, decree or contract or an
event that results in the creation of any lien, charge or encumbrance upon any assets of ION or the suspension, revocation, impairment,
forfeiture or nonrenewal of any material permit, license, authorization or approval applicable to ION, its business or operations or
any of its assets or properties.
Section
6. Conditions to ION’s Obligation to Issue
Series C Shares. ION’s obligation to issue the Series C Shares to OAG pursuant to this Agreement
on the Closing Date is conditioned upon the completion or waiver of each of the following:
(a)
Representations and Warranties; Covenants. The representations and warranties of OAG contained in this Agreement shall be true,
correct and complete in all respects, at and as of the date hereof and as of the Closing Date, as if made at and as of the Closing Date,
except for those representations and warranties that address matters only as of a particular date (which shall be true and correct as
of such date).
(b)
Covenants. All covenants and agreements of ION required to be performed on or before the Closing Date shall have been performed
in all material respects.
(c)
Officer’s Certificate. A certificate certifying compliance with the obligations set forth in Sections 6(a) and 6(b) shall
have been executed by an officer of OAG and delivered to ION.
(d)
Laws and Regulations; Consents and Approvals. There shall not be in effect any law, rule or regulation prohibiting or restricting
the transactions contemplated hereby, or requiring any consent or approval which shall not have been obtained.
Section
7. Conditions to OAG’s Obligation to Contribute
the Orebits Shares. OAG’s obligation to contribute the Orebits Shares at Closing is conditioned
upon the completion or waiver of each of the following:
(a)
Representations and Warranties. The representations and warranties of ION contained in this Agreement shall be true, correct and
complete in all respects, at and as of the date hereof and as of the Closing Date, as if made at and as of the Closing Date, except for
those representations and warranties that address matters only as of a particular date (which shall be true and correct as of such date).
(b)
Covenants. All covenants and agreements of ION required to be performed on or before the Closing Date shall have been performed
in all material respects.
(c)
Officer’s Certificate. A certificate certifying compliance with the obligations set forth in Sections 7(a) and 7(b) shall
have been executed by an officer of ION and delivered to OAG.
(d)
Certificate of Designation. The Certificate of Designation shall have been filed with the Secretary of State of Delaware.
(e)
OAG Audit. An audit of the combined pro forma assets and liabilities of ION and OAG shall have been completed.
(f)
Laws and Regulations; Consents and Approvals. There shall not be in effect any law, rule or regulation prohibiting or restricting
the transactions contemplated hereby, or requiring any consent or approval which shall not have been obtained.
Section
8. Termination of Agreement; Effects.
(a)
This Agreement may be terminated at any time prior to the Closing only:
(i)
by the mutual written consent of ION and OAG;
(ii)
by either party, if the Closing has not occurred on or before March 31, 2024 (the “Outside Closing Date”); provided,
however that neither ION, on the one hand, nor OAG, on the other hand, will be entitled to terminate this Agreement pursuant to this
Section 8(a)(ii) if such party’s breach of any provision of this Agreement has prevented the fulfillment of any closing condition
set forth in Section 6 or Section 7 or the consummation of the transactions contemplated herein prior to the Outside Closing Date;
(iii)
by ION or OAG if there shall be any order of a governmental authority in effect that shall have become final and non appealable and that
enjoins, restrains, prevents or prohibits or makes illegal the consummation of the transaction;
(iv)
by ION, if OAG has materially breached any of OAG’s material representations, warranties, covenants or other obligations hereunder,
and such breach is not cured within fifteen (15) business days after written notice thereof from ION (except no cure period shall be
provided for a breach that by its nature cannot be cured), unless ION is then in material breach hereunder; or
(v)
by OAG, if ION has materially breached any of ION’s material representations, warranties, covenants or other obligations hereunder,
and such breach is not cured within fifteen (15) business days after written notice hereof from OAG (except no cure period shall be provided
for a breach that by its nature cannot be cured), unless OAG is then in material breach hereunder.
(b)
Effects of Termination. In the event that this Agreement is terminated pursuant to Section 8(a), this Agreement shall become void
and there shall be no liability on the part of ION or OAG or their respective members, officers, managers or representatives, except
that Section 8 and Section 9 of this Agreement shall survive such termination.
Section
9. General Provisions.
(a)
Notices. All notices, waivers or other communications required or permitted hereunder shall be in writing and will be deemed to
have been duly given only if emailed, mailed or delivered to a party hereto at the applicable address or email address set forth below
(or such other addresses or with such other copies as are specified in writing by the parties hereto):
If
to OAG, to:
Orebits
Acquisition Group, LLC
[***********]
[***********]
Attention:
Carlos X. Montoya
Email:
[********]
If
to ION, to:
I-ON
Digital Corp.
1244
N. Stone Street, Unit #3
Chicago,
IL 60610
Attention:
Ken Park
Email:
[********]
Any
notice under this Agreement will be deemed to have been given when so delivered or sent or, if mailed, upon the earlier of written confirmation
of receipt and three days after deposit in the U.S. mail.
(b)
Expenses. Each of ION and OAG will pay their own respective costs and expenses incurred in connection with the negotiation and
execution of the Transaction Documents.
(c)
Complete Agreement. The Transaction Documents embody the complete agreement and understanding among the parties and supersede
and preempt any prior understandings, agreements or representations by or among the parties, written or oral, which may have related
to the subject matter hereof in any way (including any summary of proposed equity structure and any proposed terms provided to OAG by
any Investor or any Affiliate thereof). It is understood and agreed that the Longshore Unitholders are intended third-party beneficiaries
of this Agreement and entitled to enforce the terms hereof.
(d)
Amendment and Waiver. Except as otherwise provided herein, the provisions of this Agreement may be amended only in a writing signed
by ION and OAG. Any failure to comply with any obligation, condition or covenant hereunder may be waived only by a written instrument
signed by the party granting such waiver. No other course of dealing between ION and OAG or any delay in exercising any rights hereunder
or under the Transaction Documents shall operate as a waiver of any rights thereof.
(e)
Assignment. This Agreement shall bind and inure to the benefit of and be enforceable by the parties’ successors and permitted
assigns. OAG shall not assign its rights or obligations hereunder (in whole or in part) to any Person without the prior written consent
of ION.
(f)
Governing Law; Submission to Jurisdiction; Waiver of Jury Trial.
(i)
This Agreement shall be interpreted and construed in accordance with the laws of the State of Delaware. Any and all claims, controversies,
and causes of action arising out of or relating to this Agreement, whether sounding in contract, tort, or statute, shall be governed
by the laws of the State of Delaware, including its statutes of limitations, without giving effect to any conflict-of-laws or other rule
that would result in the application of the laws of a different jurisdiction. To the extent permitted by law, each of the parties hereto
hereby irrevocably submits to the exclusive jurisdiction of any state court sitting in the State of Delaware or United States federal
court sitting in Wilmington, Delaware, over any suit, action or other proceeding brought by any party arising out of or relating to this
Agreement, and each of the parties hereto hereby irrevocably agrees that all claims with respect to any such suit, action or other proceeding
shall be heard and determined in such courts.
(ii)
EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED
AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT
OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT AND ANY OF THE AGREEMENTS DELIVERED IN CONNECTION
HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.
(g)
Construction; Determinations; Severability. The language used in this Agreement shall be deemed to be the language chosen by the
parties hereto to express their mutual intent, and no rule of strict construction shall be applied against any party. The words “include”,
“includes” and “including” shall be deemed to be followed by the phrase “without limitation”. Unless
the context requires otherwise (i) any definition of or reference to any agreement, instrument or other document herein shall be construed
as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject
to any restrictions on such amendments, supplements or modifications set forth herein), (ii) any reference herein to any Person shall
be construed to include such Person’s successors and assigns, (iii) the words “herein”, “hereof” and “hereunder”,
and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof
and (iv) all references herein to Sections shall be construed to refer to Sections of this Agreement unless otherwise noted. Any determination
made by the Board hereunder or under the Transaction Documents shall be final, conclusive and binding upon the parties hereto. The descriptive
headings of the sections and subsections of this Agreement are for convenience only and do not constitute a part of this Agreement. The
recitals hereto are hereby incorporated into this Agreement in their entirety. Whenever possible, each provision of this Agreement shall
be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be
invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or
unenforceability shall not affect any other provision of this Agreement or any action in any other jurisdiction, but this Agreement shall
be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained
herein.
(h)
Effectiveness. This Agreement will become effective only if the Closing under the Purchase Agreement occurs. If the Purchase Agreement
is terminated in accordance with its terms, this Agreement shall be null and void ab initio and the parties hereto shall have no rights,
liabilities or obligations whatsoever hereunder.
* * * * *
The
parties hereto have executed this Contribution and Exchange Agreement as of the date first above written.
| |
I-ON DIGITAL CORP. |
| |
|
|
| |
By:
|
/s/
Ken Park |
| |
Name:
|
Ken
Park |
| |
Title:
|
Authorized
Signatory |
| |
|
|
| |
OREBITS ACQUISITION GROUP, LLC |
| |
|
|
| |
By:
|
/s/
Carlos X. Montoya |
| |
Name: |
Carlos
X. Montoya |
| |
Title:
|
Manager |
Signature
Page to Contribution and Exchange Agreement
Exhibit
99.1
I-ON
Digital Corp. Enters into Agreement to Finalize Acquisition of Controlling Stake of Orebits Corp. and its Patented Gold-Digitization
Technology
CHICAGO,
IL - I-ON Digital Corp.
I-ON
Digital Corp. (OTC: IONI), a pioneering force in institutional-level asset digitization and securitization solutions, proudly announced
a significant milestone. Today, the Company has entered into a Contribution and Exchange Agreement with Orebits Acquisition Group, LLC
to acquire 910,000 shares of common stock of Orebits Corp. (“Orebits”), representing a controlling interest in Orebits. The
Company currently anticipates that the transaction, subject to closing conditions, is expected to close effective
with the end of the fourth quarter 2023.
By
virtue of its controlling stake in Orebits, I-ON will acquire a controlling stake in Orebits’s patented gold-digitization technologies.
With the Contribution and Exchange Agreement, the Company gains ownership of approximately 9,700 Orebits.AU gold-backed digital
securities, which will be seamlessly converted into ION.au: I-ON’s proprietary digital asset class. The consummation of
the Contribution and Exchange Agreement will, by extension, put the Company in position to further leverage its recently
completed secure hybrid blockchain platform and, further, advance the Company’s vision and propel the future of digitized
assets. The Company onboarded an initial block of gold-backed digital assets in the second quarter of 2023. As enhanced by the Company’s
hybrid blockchain platform and related workflow management, the Company estimates the transaction to be valued at approximately $18 million.
The actual value of the transaction may vary depending on market conditions and the results of a year-end audit.
The
Contribution and Exchange Agreement further propels I-ON’s overall strategy to revolutionize the way physical gold, precious metal,
and mineral claims are converted into digital assets and asset-backed securities allowing claim holders to monetize and leverage their
in-situ (in ground) and unrefined reserves. I-ON’s innovative asset-digitization platform, which utilizes next-generation hybrid
blockchain technologies together with state-of-the-art smart contracts and advanced workflow management AI, allows mineral and precious
metal reserves to be digitized into secure asset-backed securities that provide reserve owners and peripheral investors with new financial
channels to maximize liquidity without requiring them to physically remove these assets from the ground, thus protecting the environment
and revolutionizing the mining industry as a whole.
“We
believe that this acquisition is a significant milestone for our company,” said Ken Park, I-ON’s Chief Marketing Officer
and Director. “In addition to increasing our balance sheet, this transaction will finalize the acquisition of a controlling interest
in Orebits Corp., which was at the forefront of mineral asset digitization over 5 years ago, along with its patented technologies and
assets, adding substantial value to the Company and our shareholders, while moving us closer to our ultimate goal of becoming the leading
provider of asset digitization and securitization in this emerging industry.”
Management
expects that the expanded portfolio of I-ON.au will expand the market acceptance of the Company’s asset-backed digital securities,
representing the emergence of entirely new financial instrument class that can be leveraged for financing, collateralization, and/or
the hypothecated use within a wide range of ESG-friendly bond offerings. With ION.au, claim holders, investors, and the precious metals
industry can take advantage of an entirely new range of financial opportunities from their in-situ and unrefined gold, precious metal,
and mineral reserves.
The
transaction represents a huge step forward in the Company’s pursuit to become the leading provider of cutting-edge asset digitization
solutions and provide greater financial opportunities for both claim holders and investors alike, through the digitization and securitization
of gold, precious metals, and minerals reserves, and the cultivation of other next-generation technology-driven asset-backed financial
instruments.
About
I-ON Digital Corp:
I-ON
Digital Corp (OTC: IONI) is a leading-edge provider of asset-digitization and securitization solutions engineered to provide a secure,
fast, transparent, and institutional-grade ecosystem that digitizes documentary evidence of ownership, in accordance with a rigorous
onboarding and acceptance process, into secure, asset-backed digital certificates that bring liquidity and accepted value to a wide-array
of asset classes.
I-ON
develops, acquires, and deploys a portfolio of novel and patented next-generation technologies that have been integrated and engineered
into a comprehensive ecosystem built on a zero-trust, hybrid blockchain architecture that utilizes state-of-the-art smart contracts and
sophisticated workflow management AI technologies to digitize ownership records of recoverable gold, precious metal, and mineral reserves
into digital certificates that facilitate wealth transfer through new asset-backed financial instruments and asset classes that provide
reserve owners and investors a new channel to maximize portfolio liquidity.
By
offering services associated with asset digitization and securitization, and by licensing the Company’s expanding intellectual
property portfolio, I-ON is able to generate revenue through transaction fees while actively growing innovative platforms beneficial
for next-generation transactional models. Additional information is available at https://iondigitalcorp.com/.
Forward-Looking
Statements
This
news release contains forward-looking statements involving risks and uncertainties, which may cause results to differ materially from
the statements made. When used in this document, the words “may,” “would,” “could,” “will,”
“intend,” “look to,” plan,” “anticipate,” “believe,” “estimate,” “expect,”
“seek,” “potential,” “outlook,” and similar expressions are intended to identify forward-looking
statements. Such statements, including, but not limited to, I-ON’s current views with respect to future events and its financial
forecasts, are subject to such risks and uncertainties. Many factors could cause actual results to differ materially from the statements
made, including those risks described from time to time in filings made by I-ON with the Securities and Exchange Commission. In addition,
there is uncertainty about the further spread of the COVID-19 virus or new variants thereof, or the occurrence of another wave of cases
and the impact it may have on the Company’s operations, the demand for the Company’s products, global supply chains and economic
activity in general. These and other risks and uncertainties are detailed in the Company’s filings with the Securities and Exchange
Commission. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements
prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, or expected. Statements
in this news release regarding past trends or activities should not be taken as a representation that such trends or activities will
continue. I-ON does not intend or assume any obligation to update these forward-looking statements other than as required by law.
SOURCE:
I-ON Digital Corp (OTC: IONI)
Media
Contact:
Oktane Media
IR@iondigitalcorp.com
(866) 440-2278
www.iondigitalcorp.com
v3.23.3
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