Spetz closes $40M (U.S.) Sonic token investment

Mr. Mitchell Demeter reports SONICSTRATEGY CONFIRMS CLOSING OF $40 MILLION USD ($55M CAD) SONIC TOKEN INVESTMENT FROM SONIC LABS Spetz Inc. (doing business as SonicStrategy Inc.) has formally closed its previously announced (see Sept. 2, 2025, news release) $40-million (U.S.) ($55-million (Canadian)) arm's-length investment of Sonic (S) tokens from Sonic Labs, structured as a convertible debenture. Sonic Labs is the foundation that oversees and develops the Sonic blockchain ecosystem. The company has now received 126,622,348.845 Sonic tokens having a value equivalent to $40-million (U.S.), which is based upon the prevailing price of the Sonic tokens on CoinMarketCap on Aug. 30, 2025, the date upon which the investment commitment was negotiated with Sonic Labs. The company did not raise any cash proceeds as part of the transaction. The Sonic tokens have been placed into a multisignature wallet and will be deployed on the company's validator in the coming days. Once deployed, this validator will generate yield for validating transactions on the Sonic blockchain and securing the network. The debenture is unsecured and non-interest-bearing and matures on March 10, 2026, unless extended by the company and Sonic Labs. The debenture is convertible, at the option of the company, into common shares at a conversion price of $4.50 (U.S.) ($6.22 (Canadian)) per share, if certain milestones are met, including the listing of the common shares of the company on the Nasdaq Capital Market (or such other senior United States stock exchange that may be acceptable to Sonic Labs), and the closing of certain debt or equity capital raises, as detailed below. Any common shares issued upon conversion will be subject to a three-year lock-up. The company may convert the $40-million (U.S.) principal amount of the debenture into common shares as follows: If the company has completed a debt or equity capital raise for gross proceeds to the company in an amount equal to or greater than $120-million (U.S.), then the entire principal amount may be converted into common shares. If the company has completed a debt or equity capital raise for gross proceeds to the company in an amount equal to or greater than $80-million (U.S.) but less than $120-million (U.S.), then three-fourths of the principal amount may be converted into common shares. If the company has completed a debt or equity capital raise for gross proceeds to the company in an amount equal to or greater than $50-million (U.S.) but less than $80-million (U.S.), then half of the principal amount may be converted into common shares. If the company has completed a debt or equity capital raise for gross proceeds to the company in an amount equal to or greater than $40-million (U.S.) but less than $50-million (U.S.), then one-fourth of the principal amount may be converted into common shares. The company confirms that it has not arranged any additional debt or equity financing and any such future financing will be subject to a prior public announcement and compliance with the policies of the Canadian Securities Exchange and applicable securities laws. The debenture also provides that any principal amount that has not been converted in accordance with the provisions of the debenture at the maturity date shall be satisfied by the delivery by the company of a proportionate number of Sonic tokens that were contributed. As such, in the event that the company is not successful in reaching the minimum debt or equity capital raising targets and the proposed uplisting of its common shares on the Nasdaq Capital Market (or such other senior United States stock exchange that may be acceptable to Sonic Labs), which would allow the company to exercise its conversion option, then the company would have to settle the principal amount owing under the debenture by returning the 126,622,348.845 Sonic tokens to Sonic Labs. Sonic Labs' agreement to accept a proportionate settlement of the debenture in certain circumstances further demonstrates strategic co-ordination between the two organizations. The formal closing of this $40-million (U.S.) investment sets the stage for SonicStrategy's intended application to list its common shares on the Nasdaq Capital Market, which is subject to regulatory approval and compliance with the listing requirements of the Nasdaq Capital Market and United States securities laws. "The participation of Sonic Labs underscores our joint strategy to bridge the Sonic ecosystem with global capital markets," said Mitchell Demeter, chief executive officer of SonicStrategy. "This investment strengthens our treasury, scales our validator operations and enables us to support early-stage Sonic-based projects. As Sonic matures through institutional investor adoption and the application development upon the Sonic blockchain grows, we're doubling down on our mission to be the leading public vehicle for long-term exposure to the network's success." "We view SonicStrategy as the natural bridge between the Sonic network and traditional finance," said Michael Kong, CEO of Sonic Labs. "This investment reflects our confidence in their execution and their ability to provide institutional-grade infrastructure for the Sonic ecosystem." This strategic alignment between Sonic Labs and SonicStrategy establishes a foundational pathway for Sonic's public market expansion, unlocking new capital, institutional credibility and global visibility. The company expects to provide further updates as they become available, by way of news release, but is under no obligation to do so. There is no certainty that the company's intended application to uplist to a senior U.S. stock exchange will be initiated or completed on any specific terms or timeline, or at all. The debenture is subject to a statutory hold period of four months and one day in accordance with applicable Canadian securities laws. About Spetz Inc. (doing business as SonicStrategy) Spetz is the parent company of SonicStrategy Inc., a public-market gateway to the Sonic blockchain ecosystem. Spetz provides investors with compliant exposure to staking infrastructure and decentralized financed (defi) strategies across the Sonic network. About Sonic Labs Inc. Sonic is the highest-performing EVM blockchain, combining speed, incentives and world-class infrastructure. The network achieves subsecond finality and ultrahigh throughput. At the heart of Sonic's incentive model is fee monetization (FeeM), a system that lets developers earn 90 per cent of the network fees generated by their applications. Inspired by Web 2 ad revenue sharing models, FeeM rewards developers for driving usage, growth and real activity. We seek Safe Harbor.