INX and Republic Join Forces to Enhance Investment Accessibility

Creating a One-Stop Hub for Web3 and Traditional Investors – Bringing INX and Republic’s Shared Vision to Life

TORONTO and NEW YORK, April 3, 2025 /CNW/ – The INX Digital Company, Inc. (Cboe CA: INXD) INXDF INX (“INX” or the “Company”) announces that it has entered into an arrangement agreement dated April 3, 2025 (the “Arrangement Agreement”) with OpenDeal Inc. (d/b/a Republic) (“Republic”) in connection with a transaction (the “Arrangement”) that values the Company’s equity at up to US$60 million, contingent upon achieving the Rollover Share Limit (as defined below). According to the Arrangement Agreement, on closing, Republic Strategic Acquisition Co LLC (the “Purchaser”), a wholly-owned subsidiary of Republic, will acquire all issued and outstanding INX common shares (the “Shares”), excluding those already owned by Republic, for a total of up to US$54.8 million. This amount includes US$18.8 million to be provided to Rollover Shareholders and a fixed payment of US$36 million designated for non-Rollover Shareholders. The non-Rollover Shareholders will receive US$20 million in cash upon completion of the Arrangement, with an additional US$16 million to be paid 18 months after the Escrow Deposit Date (as defined in the Arrangement Agreement), through a contingent value rights agreement (the “CVR Agreement”).

The premium on the cash and contingent value rights (“CVR”) consideration payable to non-Rollover Shareholders under this Arrangement is approximately 457%, compared to the closing price of C$0.05 on the Cboe Canada Inc. on April 2, 2025 (calculated using an exchange ratio of C$1 to US$0.70 on that date).

The Arrangement Agreement’s terms stem from arm’s length negotiations between representatives of Republic and INX, overseen by a committee of independent directors (the “Special Committee”) from INX’s board of directors (the “Board”).

Rationale for the Transaction

The collaboration between INX and Republic aims to expand access to regulated investment opportunities for retail and institutional investors alike. This transaction bolsters Republic’s standing in the blockchain investment arena, facilitating capital raising, security token trading, and secondary market engagement across digital assets, real-world assets, and cryptocurrencies. Post-transaction, Republic—already a stakeholder in INX—will fully integrate INX into its existing operations.

Their partnership has already demonstrated its potential with initiatives like Hamilton Lane’s Private Infrastructure Fund launch and the Republic Note listing on the INX.One platform. These successes underline the strength of the newly formed entity, which aims to connect traditional finance with blockchain investment.

For retail investors, this merger offers greater access to a variety of tokenized assets and trading opportunities in a regulated environment. Companies and issuers benefit from a compliant method to raise capital via tokenization, while institutional investors gain access to structured markets for real-world assets and security tokens, which enhances liquidity and efficiency. By combining Republic’s capabilities in primary offerings with INX’s trading platform, the partnership seeks to create a more dynamic investment landscape.

Shy Datika, Founder and CEO of INX, remarked, “This is a defining moment for INX and the future of digital finance. Joining forces with Republic accelerates our vision of a fully regulated, tokenized economy that empowers investors globally. Together, we’re setting a new standard for how real-world assets and digital securities are issued, traded, and managed. By combining INX’s expertise in security token and cryptocurrency trading with Republic’s global investment reach, the merged entity will offer a full investment lifecycle in a regulated and scalable ecosystem—bridging traditional finance and blockchain technology.“

Andrew Durgee, Co-CEO of Republic, added, “This acquisition is about more than just expansion—it’s about reshaping access to financial markets. Republic and INX are building the infrastructure that bridges traditional finance with blockchain, creating new opportunities for investors at every level. We’re proud to bring our expertise together to make tokenized investing more accessible, compliant, and scalable.“

Transaction Details

In conjunction with the Arrangement, Shy Datika, Founder and CEO of INX, and a company wholly-owned by Mr. Datika (the “Rollover Shareholders”) have entered into rollover agreements (“Rollover Agreements”) with Republic. Under these agreements, the Rollover Shareholders agree to exchange their Shares (“Rollover Shares”) for simple agreements for future equity (“SAFEs”) of Republic. The SAFEs will have a face value corresponding to the number of Shares being transferred by Rollover Shareholders, multiplied by the value per Share that non-Rollover Shareholders will receive, assuming the CVRs are fully paid. More detailed terms regarding the SAFEs will be provided in the Circular (as defined below).

Before the Special Meeting (as defined below), additional shareholders of INX may engage in similar arrangements, subject to applicable laws.

INX Announces Significant Shareholder Arrangement and Financial Details

Rollover Agreements dictate that the total percentage of Rollover Shares must not exceed 40% of the issued and outstanding Shares at close, when combined with the Shares held by Republic (the “Rollover Share Limit”). Currently, 26.32% of the issued and outstanding Shares are either owned by Republic or subject to Rollover Agreements. As a result, the final purchase price is expected to value the Company’s equity between US$48.9 million and US$60 million, depending on whether additional shareholders participate in Rollover Agreements and assuming full payment of the CVRs.

The cash and CVR consideration for non-Rollover Shareholders under the Arrangement will range between US$0.1948 and US$0.2379 per Share, again depending on the total number of Rollover Shares and assuming full payment of the CVRs. Should the Rollover Share Limit not be met, consideration for Rollover Shareholders will be reduced pro rata, affecting the amounts given to non-Rollover Shareholders as well.

Transaction Overview and Approvals

The transaction will follow a court-approved plan of arrangement under section 288 of the Business Corporations Act of British Columbia. It is subject to several closing conditions such as court approval, shareholder approval, and specific regulatory approvals.

Included in the Arrangement Agreement are standard non-solicitation provisions that restrict INX from pursuing competing acquisition proposals. The agreement has “right to match” provisions benefitting the Purchaser. Additionally, there is a US$10 million break fee payable to the Purchaser if the agreement terminates under certain conditions, including a change of recommendation by the Board. Conversely, a reverse break fee of US$10 million must be paid to INX by the Purchaser if the agreement is terminated due to a breach by Republic or the Purchaser.

Shareholder Voting Requirements

For the Arrangement to complete, it requires the approval of at least (i) two-thirds (66 2/3%) of the votes cast by INX shareholders at a special meeting (the “Special Meeting”), voting as a single class, and (ii) a majority approval from shareholders present, excluding votes from Republic, Rollover Shareholders, and any other shareholders whose votes must be excluded for “minority approval” under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions. Additional details regarding the voting requirements will be outlined in a management information circular (“Circular”) filed for shareholder review ahead of the Special Meeting.

The Arrangement is projected to close within eight months following the signing of the Arrangement Agreement, contingent upon satisfying all closing conditions.

CVR Details and Shareholder Considerations

Each Contingent Value Right (CVR) will be an obligation of Republic. These CVRs will not be traded on any market or exchange and cannot be sold, assigned, or transferred, except under limited conditions specified in the Arrangement Agreement. They won’t confer any equity or ownership rights in INX or Republic, and holders will not receive voting or dividend rights, nor will interest accumulate on any amounts due on the CVRs.

Definitive copies of the Arrangement Agreement and the Circular will be available on the SEDAR+ profile of INX at www.sedarplus.com. Shareholders are encouraged to review these documents when they become available.

Fairness Opinion and Committee Approval

Origin Merchant Partners (“Origin”) provided financial advice and a fairness opinion regarding the Arrangement. On April 2, 2025, Origin orally communicated to the Special Committee that the financial terms are fair for INX shareholders, excluding Republic and Rollover Shareholders. This will be detailed further in the forthcoming Circular.

Based on the Special Committee’s unanimous recommendation, the Board (with Mr. Datika abstaining) concluded that the Arrangement is in INX’s best interests. It has approved moving forward with the Arrangement Agreement and recommends that shareholders (excluding Republic and Rollover Shareholders) vote in favor of the Arrangement Resolution at the Special Meeting. Independent directors and senior officers (except Mr. Datika) have signed support agreements to vote their Shares in favor of the resolution. Rollover Shareholders have also committed to supporting the Arrangement Resolution at the Special Meeting.

Future of the INX Token

The INX Token will continue trading on INX.One. Following the completion of the transaction, INX’s cash reserve fund, currently valued at approximately US$34.3 million, will be distributed to INX Token holders. This aligns with prior commitments by INX Limited, a wholly-owned subsidiary of INX, to its community as outlined in the subsidiary’s prospectus.

INX Token Expands Role in Tokenized Finance Ecosystem

The INX Token is poised to enhance its presence within an expanded ecosystem, as the newly merged entity brings fresh opportunities in tokenized finance. Investors and token holders will have the chance to access a wider array of assets, which include security tokens, real-world assets (RWAs), shares, stablecoins, cryptocurrencies, bonds, exchange-traded funds (ETFs), private credit, and real estate.

About INX

INX offers regulated trading platforms specifically designed for digital securities and cryptocurrencies. Merging traditional market expertise with innovative fintech solutions, INX addresses modern financial challenges effectively. A team of seasoned professionals in business, finance, and technology spearheads the company’s mission to redefine capital markets through blockchain technology, adhering to strict regulatory standards.

About The INX Digital Company, Inc.

INX serves as the holding company for INX Group, encompassing regulated trading platforms for both digital securities and cryptocurrencies. The Group aims to establish itself as the premier global regulated hub for digital assets on the blockchain. INX’s journey commenced with its initial public token offering, raising US$84 million. Committed to reshaping the blockchain asset industry, the INX Group operates under the oversight of regulatory bodies like the SEC and FINRA. For additional information, please visit the INX Group website here.

About Republic

Republic, headquartered in New York City, is a global financial firm that operates a collection of investment platforms targeting retail investors, along with an enterprise digital advisory division. Known for its innovative legal and technical approaches, Republic offers investors access to new asset classes. Backed by prominent institutions such as Valor Equity Partners and Galaxy Interactive, Republic has an extensive global portfolio of over 2,000 companies and nearly three million community members across more than 150 countries. To date, over $3 billion has been allocated through its investment platforms and affiliated firms, with operations extending to the US, the UK, EU, the UAE, and South Korea. For more details on Republic, visit www.republic.com. All broker-dealer activities are conducted by OpenDeal Broker LLC, a registered broker-dealer and FINRA member, which operates at 149 5th Avenue, 10th Floor, New York, 10010. Please review our information on FINRA’s BrokerCheck and Form CRS here. *Any commission-sharing agreements between INX and Republic are specifically between the regulated entities of Republic—OpenDeal Portal LLC and OpenDeal Broker LLC.

Cautionary Note Regarding Forward-Looking Information and Other Disclosures

This press release contains “forward-looking information” as defined by applicable Canadian securities legislation. Such statements are based on expectations, estimates, and projections made at the time of the release and are not historical facts. Typical phrases indicating forward-looking information include “expects,” “anticipates,” “plans,” and “believes.” This information includes predictions about the Arrangement, associated benefits, and the timing of upcoming milestones.

In formulating the forward-looking statements, INX has made certain assumptions, including the ongoing evolution of the INX trading platform and the anticipated completion of the Arrangement. While INX considers its expectations reasonable, it cannot guarantee that these will be accurate. Several risks and uncertainties may lead actual results to differ from those projected. Important considerations include regulatory developments, market conditions for digital securities and cryptocurrencies, and broader economic factors. Readers should avoid placing excessive reliance on these forward-looking statements, as INX disclaims any intention to update or revise them unless required by law.

Cboe Canada takes no responsibility for the sufficiency or accuracy of this press release.

This news release does not constitute an offer to sell or solicit offers to buy securities in the United States. The securities are not and will not be registered under the U.S. Securities Act or any state laws and may not be offered or sold in the U.S. or to U.S. Persons unless they are registered or allowed under an applicable exemption.

SOURCE The INX Digital Company, Inc.

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