Defi closes $100-million (U.S.) direct offering

Executive Summary

• Defi Technologies Inc. closed a $100 million U.S. registered direct offering, selling 45,662,101 common shares and warrants for up to an additional 34,246,577 shares at $2.19 per share (plus three‑quarters of a warrant).
• Each warrant carries a $2.63 exercise price (120% of the offering price), is exercisable immediately, and expires three years from issuance with acceleration features tied to share price appreciation.
• Net proceeds will be used to expand exchange‑traded product offerings, pursue additional digital‑asset trading, lending and staking activities, fund potential acquisitions, and finance other growth initiatives.

Key Details

• Offering Size: $100 million gross proceeds before placement agent fees and other expenses.
• Shares Issued: 45,662,101 common shares sold to institutional investors led by cornerstone investor Galaxy Digital.
• Warrants Granted: Warrants to purchase up to an additional 34,246,577 common shares (three‑quarters of a warrant per share).
• Pricing: Combined purchase price of $2.19 per common share and three‑quarters of a warrant.
• Warrant Exercise Price: $2.63 per common share (120% of offering price), exercisable immediately upon issuance.
• Warrant Term: Expire three years from issuance; include acceleration feature based on share price appreciation and other factors.
• Placement Agent: Joseph Gunnar & Co. LLC acted as exclusive placement agent.
• Use of Proceeds:
• Expand exchange‑traded product (ETP) offerings.
• Pursue further digital‑asset trading, lending, and staking transactions.
• Provide funds for potential acquisition opportunities.
• Finance recently announced business initiatives aligned with growth strategy.
• Regulatory Filings: Offering made under a short‑form base shelf prospectus dated Aug. 29 2025; registration statement on Form F‑10 (file No. 333-290048) filed with the SEC under the U.S./Canada Multijurisdictional Disclosure System (MJDS).
• Availability of Documents: Prospectus supplement and base shelf prospectus available on SEDAR+; registration statement available on EDGAR or via Joseph Gunnar, Syndicate Department, 40 Wall St., Suite 3004, New York, NY 10005.

Notable Quotes

(No direct quotes were provided in the release.)