NOTE 1: Organization and Operations

I-ON Digital Corp. (the “Company”) is engaged in providing digital-based enterprise solutions, including the digitization, management and custody of digital tokens and other asset-backed digital securities using blockchain technology. The Company also engages in digital asset treasury activities, including the deployment, exchange and management of gold-backed and other digital assets under contractual arrangements designed to generate yield and support tokenized asset transactions.

On December 15, 2023, the Company consummated the transaction contemplated by the Contribution and Exchange Agreement dated October 30, 2023 (the “Contribution and Exchange Agreement”), by and between the Company and Orebits Acquisition Group, a Wyoming limited liability company (“OAG”). Pursuant to the Contribution and Exchange Agreement, the Company acquired 910,000 shares of the outstanding common stock of Orebits Corp. (“Orebits”), representing a 100% controlling interest in Orebits, in exchange for 910,000 shares of the Company’s Series C Convertible Preferred Stock (the “Series C Preferred Stock,” and such transaction, the “Transaction”).

In connection with the Transaction, OAG transferred to the Company all of its right, title and interest in approximately 9,700 ION.au (formerly Orebits.AU) gold-backed digital assets, which had an estimated value of approximately $17.6 million at the date of the Transaction. The Transaction was accounted for as an asset acquisition.