INX to be Acquired by Republic for up to US$60 million

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. (CboeCA:INXD) (OTC-BB:INXDF) (INXATS: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 (assuming the Rollover Share Limit (as defined below) is achieved). Under the terms of the Arrangement Agreement, on closing, Republic Strategic Acquisition Co LLC (the "Purchaser"), a wholly-owned subsidiary of Republic, will acquire all of the issued and outstanding common shares of INX (the "Shares"), other than those Shares already owned by Republic, for an aggregate amount of up to US$54.8 million, where up to US$18.8 million in consideration will be provided to the Rollover Shareholders (as defined below), as further described below, and fixed consideration of US$36 million will be paid by Republic to the non-Rollover Shareholders. With respect to the consideration to be provided to the non-Rollover Shareholders, US$20 million will be paid by Republic in cash upon completion of the Arrangement and US$16 million will be paid by Republic 18 months following the Escrow Deposit Date (which is defined in the Arrangement Agreement) pursuant to the terms of a contingent value rights agreement (the "CVR Agreement").