Hey Hey Ionic Digital Shareholders – 

On Thursday 6th March 2025 at 6:30PM GMT / 1:30PM EST, I held an important unofficial Ionic Digital shareholder update meeting on X Space. You can watch the video on X here or you can watch the video at the top of this blog. 

As shareholders of Ionic Digital, many of us received these shares due to being creditors in the Celsius Chapter 11 bankruptcy. Since then, the situation within Ionic Digital has been anything but smooth. Boardroom conflicts, legal disputes, and now a critical vote on board candidates have created an environment that is confusing and difficult to navigate.

Given the complexity and ongoing drama, I had taken the initiative to bring shareholders together ahead of the upcoming shareholder meeting. To help us all make a more informed decision, I hosted an X Space (open to everyone) which allowed us to:

• Discuss the current state of the company, including board disputes and lawsuits.
• Hear directly from some of the proposed board members and other key parties.
• Share our opinions, concerns, and questions in an open discussion.
• Gain clarity on what’s at stake before casting our votes.

I invited all shareholders and anyone who is interested to listen to the recording of this important discussion. 

Below, I have compiled a summary of key information, links to relevant details, but I cannot guarantee accuracy and none of it should be relied upon as accurate. I encourage everyone to review this before the meeting so we can have a productive discussion. Obviously none of this is financial or legal advice.

Let’s ensure that our voices as shareholders are heard and that we make the best decision for the future of Ionic Digital.

Looking forward to seeing you there.

Summary of Key Issues Being Voted Upon On The Official 17 March 2025 Shareholder Meeting After The X Space (6th March 2025).  

Attendance: 

Only shareholders who register for the meeting on the 17th March 2025, may attend.

Meeting Agenda:

1.       Election of 1 Class 1 Director for a 3-year term
2.       Any other business that may arise during the meeting - the board has stated that no other business is expected to arise (but I presume that only the board-appointed Chairman of the Meeting will be able to put such business on the agenda).

Voting Rules:

Eligibility to Vote: shareholders of record as of 7 February are entitled to vote at the Annual Meeting.

Voting Mechanisms: You can vote:

1.       In person – by attending the meeting virtually (no actual in-person attendance is possible)
2.       By internet – if you received an email or printed copy of the Proxy Materials on http://www.proxypush.com/IonicDigital
3.       By mail Proxy – if you received a printed copy of the Proxy Materials using the prepaid envelope supplied
4.       By Telephone – if you received an email or printed copy of the Proxy Materials by calling 866-286-3608 (automated call) or 888-858-9906 (live operator).

Vote Counting:

1.       The candidate that receives the highest number of “FOR” votes will be elected (please note: at the moment, there is only 1 candidate on the ballot i.e. Elizabeth LaPuma (the board’s proposed candidate) – however, see the section on “Alternative Candidates” below for information about other candidates proposed by shareholders.
2.       “WITHHOLD” votes or ABSTENTIONS will be counted only to determine if there is a quorum and will not be counted as actual votes cast for or against any candidate.

Quorum:  A quorum requires the presence in person or by proxy of no less than 1/3 of the outstanding shares (i.e. 37,000,000/3 = 12,333,333 shares).  If there is no quorum, then the meeting will be adjourned till a quorum is obtained.

Submission of a Proxy:

1.       Ionic has sent out a WHITE Proxy Card for shareholders to vote for the board’s candidate - Elizabeth LaPuma.
2.       The Nominating Shareholders have also sent out a PROXY card (see “Alternative Candidates” below)

Submission of a PROXY without specific instructions:   The officially designated proxies by the board will vote your shares as per the board recommendation.  In the event that other matters are raised in the meeting that require a vote, the board has appointed Anthony McKiernan (CEO) and Laura Schnaidt(Company Counsel) as their proxies who will vote those matters according to their best judgement.

Changing Your Vote:  Shareholders can change their vote by Proxy as many times as they wish prior to the meeting – only the latest proxy will be considered for the vote.

Alternative Candidates and Shareholder Challenge:

Three shareholders, Brett Perry, Veton Vejseli and Christopher Villiger (the Nominating Shareholders) have filed notice of nomination of 2 alternative candidates for the Class 1 Director slot - Michael Abate and Oliver Wiener.

The Nominating Shareholders have sent out a GOLD Proxy Card to vote for their nominees that can be found here.

However, according to Ionic Digital, the Nominating Shareholders’ nomination notice is invalid for the following reasons

1.       Failure to provide to the board copies of their solicitation and mutual non-disclosure agreements between the Nominating Shareholders and Figure Markets and GXD
2.       Failure to disclose the plans and proposals for Ionic by the Nominating Shareholders, their nominees and Figure Markets and GXD.

Two of the Nominating Shareholders have vigorously disputed the above claims in a Lawsuit filed in Delaware.  A main complaint in the Lawsuit (among many; see this link to the Lawsuit) is that Ionic acted unfairly to eliminate a proxy challenge and that it unfairly and surreptitiously reduced the number of open slots to be filled at the forthcoming meeting down to only one (instead of at least 2 or even 3).

The board claims in its FAQs that:

1.       there is a conflict of interest between the Nominating Shareholders and the shareholders in general (this is vigorously disputed by the Nominating Shareholders)
2.       Mike Abate is a 1.5% shareholder in Figure Markets and is therefore not independent (independence is a technical matter and the above conclusion may be disputed)
3.       Oliver Wiener was an investor in and adviser to FTX prior to its bankruptcy and lacks risk management expertise (this is an unsubstantiated opinion of the board).

Questions During the Meeting:

Shareholders and their assigned proxies attending the meeting may submit questions to the meeting.  It is unclear whether the board either will or is obliged to answer the questions.

That’s all I’ve understood for now. 

I invite all shareholders to watch the recording of the unofficial Ionic Shareholder Update meeting which was held on an X space that I hosted on 6th March 2025.  

Peace.