I-ON Digital Corp.

EX-99.1 · ex99-1.htm

EX-99.1
 3
 ex99-1.htm
 EX-99.1

 Exhibit
99.1

 FOR
IMMEDIATE RELEASE

 I-ON
Digital Corp. Secures Strategic Expansion of U.S. Gold Claims Portfolio Through Binding Acquisition Agreement

 Board-Approved
Acquisition Fully Financed Through Cash, Seller Finance, Treasury-Held IONau Gold Assets and I-ON Common Stock; Closing and Digitization
Targeted for Q3 2026

 CHICAGO,
IL - June 1, 2026 - I-ON Digital Corp. (OTCQB: IONI) (“I-ON” or the “Company”), a financial technology company
focused on the digitization and tokenization of institutional-grade real-world assets (“RWAs”), today announced that it has
entered into a binding Purchase and Assumption Agreement to acquire rights to 20 Bureau of Land Management (“BLM”) gold mining
claims located in the southwestern United States.

 The
transaction represents a significant expansion of the Company’s growing gold claims pipeline and advances I-ON’s strategy
of building a scalable digital asset infrastructure supported by proven ownership interests in gold-bearing mineral assets. Upon closing,
the acquisition is expected to increase the Company’s inventory of onboarding-eligible mineral assets and expand the pool of eligible
assets available for future digitization initiatives.

 The
acquisition is expected to support the Company’s broader strategy of expanding its real-world asset ecosystem through the future
development of site-specific mineral processing, recovery, storage, and vaulting capabilities. Management believes these initiatives
may enhance the long-term utility of qualifying mineral assets and create additional pathways for reserve monetization, asset digitization,
and balance sheet growth.

 The
Company has secured the funding sources necessary to complete the acquisition, with consideration expected to consist of a strategic
combination of cash, Seller Finance, treasury-held IONau, and I-ON common stock, with the initial funding tranche being executed in collaboration
with Real Asset Acquisition Corp. (https://raac.io). In addition, the Seller has substantially completed I-ON’s proprietary onboarding,
verification, and reserve qualification process prior to the opening of escrow, allowing the transaction to advance through many of its
most significant diligence and qualification milestones. While final geological review, reserve validation, claim rights verification,
and other customary closing conditions remain outstanding, and no assurance can be given that the claims will ultimately satisfy all
onboarding requirements, the Company believes this advanced stage of review reduces execution risk, supports an accelerated path to closing,
and strengthens its growing pipeline of digitization-eligible mineral assets. Subject to completion of the remaining verification and
closing requirements, I-ON currently expects to complete the acquisition and onboard eligible claims into its digital asset ecosystem
during the third quarter of 2026.

 Beyond
the initial acquisition of rights to 20 claims, the agreement provides I-ON with a joint-venture operating option over additional mineral
claims held by the seller, while establishing a structured pathway for future reserve growth without the need to renegotiate mineral
rights allocation on a claim-by-claim basis.

 “This
transaction reflects the continued execution of our long-term strategy to build a scalable pipeline of institutional-quality mineral
assets for digitization, deployment, and future financial innovation,” said Carlos Montoya, Chief Executive Officer of I-ON Digital
Corp. “By combining a scalable reserve acquisition strategy with a rigorous onboarding and verification framework, we believe I-ON
is establishing a differentiated platform for real-world asset digitization. With financing secured and substantial onboarding milestones
already achieved, this acquisition represents another step toward expanding our pipeline of digitization-eligible assets, securing individual
and institutional relationships, and advancing our greater long-term growth strategy in general.”

 Transaction
Highlights

 ●
 Binding
 Purchase and Assumption Agreement to acquire rights to 20 Bureau of Land Management (“BLM”) gold mining claims located
 in the southwestern United States.

 ●
 Acquisition
 financed through a combination of cash, Seller Finance, IONau, and I-ON common stock.

 ●
 I-ON
 has secured the funding sources necessary to complete the acquisition, subject only to customary due diligence and closing requirements.

 ●
 Accelerated
 escrow timeline supported by the Seller’s substantial completion of I-ON’s proprietary onboarding and verification process
 prior to opening escrow.

 ●
 Closing
 and digitization of the acquired claims targeted for the third quarter of 2026.

 ●
 Joint
 venture operating option secured on additional seller-controlled mineral claims, creating a structured pathway for future reserve
 expansion.

 ABOUT
I-ON DIGITAL CORP

 I-ON
Digital Corp. (OTCQB: IONI) is a U.S.-based digital asset infrastructure company focused on real-world-asset tokenization, regulated
gold-backed digital instruments, and digital asset banking services. The Company’s platform enables institutions to digitize, tokenize,
manage, and distribute physical and in-situ assets within compliant, treasury-grade frameworks.

 FOR
FURTHER INFORMATION, PLEASE CONTACT:

 I-ON
Digital Corp.

 Investor
Relations

 Email:
ir@iondigital.com

 Web:
www.iondigitalcorp.com

 FORWARD-LOOKING
STATEMENTS

 This
press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding the anticipated closing, financing,
escrow timeline, onboarding, digitization, and joint venture option associated with the BLM claims acquisition, as well as expected timing
and benefits of the transaction. These statements are based on current expectations and assumptions and are subject to risks and uncertainties
that could cause actual results to differ materially, including, among others, the satisfaction of closing conditions, completion of
due diligence, regulatory and title matters, the availability and value of funding sources (including Seller Finance, IONau,and the Company’s
common stock), market conditions, and the risks discussed in the Company’s filings with the U.S. Securities and Exchange Commission.
Forward-looking statements speak only as of the date hereof, and except as required by law, the Company undertakes no obligation to update
or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

EX-10.1 · ex10-1.htm

EX-10.1
 2
 ex10-1.htm
 EX-10.1

 Exhibit 10.1

 ASSIGNMENT
OF MINERAL PROPERTY PURCHASE AGREEMENT

 (Blythe
Project – Riverside County, California)

 This
Assignment of Mineral Property Purchase Agreement (this “Assignment” ) is entered into as of the 1 st day
of June 2026 (the “Assignment Effective Date” ), by and between:

 ASSIGNOR:

 Tall
Ship Resource Development LLC , a Delaware limited liability company ( “Assignor” ); and

 ASSIGNEE:

 I-ON
Digital Corp , a Nevada corporation ( “Assignee” ).

 Assignor
and Assignee are each referred to herein individually as a “Party” and collectively as the “Parties.”

 1.
RECITALS

 ● Original
 Agreement. On or about May 17–18, 2026, Assignor entered into that certain Secured
 Mineral Property Purchase Agreement (the “Purchase Agreement” ) with [*********],
 [*********], and/or their designated entity [*********] (collectively, “Seller” ),
 relating to the acquisition of twenty-one (21) of twenty-two (22) mutually agreed upon unpatented
 placer mining claims known as the “[*******] Project” , BLM Serial
 Numbers CAMC #[*****] through CAMC #[*****], located in Riverside County,
 California (the “Claims” ).

 ● Purchase
 Price. The total Purchase Price under the Purchase Agreement is USD $25,000,000, payable
 via an initial escrow deposit of USD $500,000 (including a USD $75,000 reimbursement to Seller,
 conditioned on receipt of supporting documentation) and deferred installment payments as
 set forth therein.

 ● Two-Phase
 Transfer. The Purchase Agreement contemplates a phased transfer of the Claims: eleven
 (11) mutually agreed claims transferring free and clear at initial Closing, and ten (10)
 mutually agreed claims transferring free and clear upon completion of the fourth installment
 payment.

 ● Mill
 Development. The Purchase Agreement also contemplates a cooperative Acquisition and Development
 Agreement (Part 2) for the future design, financing, and operation of a local mineral processing
 mill associated with the Blythe Project, to be documented in a separate definitive agreement.

 ● Assignment.
 Assignor desires to assign to Assignee all of Assignor’s right, title, and interest
 as Buyer under the Purchase Agreement, and Assignee desires to accept such assignment and
 assume all of Assignor’s obligations thereunder.

 2.
ASSIGNMENT AND ASSUMPTION

 2.1
Assignment

 Effective
as of the Assignment Effective Date, Assignor hereby irrevocably assigns, transfers, conveys, and delivers to Assignee all of Assignor’s
right, title, and interest in, to, and under the Purchase Agreement, including without limitation:

 ● all
 rights to acquire, receive, and hold title to the twenty-one (21) Claims in accordance with
 the phased transfer schedule set forth in the Purchase Agreement;

 ● all
 rights relating to the escrow, including rights to direct disbursements and receive any refunds
 in the event of Seller default;

 ● all
 due diligence rights, access rights, and cooperation rights afforded to Buyer under the Purchase
 Agreement during the Purchasing Claims Period;

 ● all
 rights to participate in the cooperative Acquisition and Development Agreement (Part 2 of
 the Purchase Agreement) relating to the proposed local mineral processing mill; and

 ● all
 other rights, benefits, privileges, claims, and interests of Buyer under the Purchase Agreement.

 2.2
Assumption of Obligations

 Assignee
hereby accepts the foregoing assignment and assumes and agrees to perform, pay, and discharge, as and when due, all liabilities, duties,
and obligations of Assignor as Buyer under the Purchase Agreement arising from and after the Assignment Effective Date, including without
limitation:

 ● all
 installment payments and interest obligations under the Purchase Price payment schedule;

 ● all
 escrow funding obligations, including the initial USD $500,000 deposit if not yet funded;

 ● all
 obligations to complete the NI 43-101 technical report and related feasibility studies at
 Assignee’s cost;

 ● all
 access, cooperation, and due diligence obligations owed to Seller during the Purchasing Claims
 Period; and

 ● all
 obligations relating to the development, financing, and operation of the proposed mineral
 processing mill as set forth in Part 2 of the Purchase Agreement.

 2.3
Release of Assignor

 Upon
execution of this Assignment, and to the extent permitted by the Purchase Agreement and applicable law, Assignor shall be released from
all obligations arising under the Purchase Agreement after the Assignment Effective Date, with Assignee standing in the place and stead
of Assignor as “Buyer” for all purposes under the Purchase Agreement.

 3.
SELLER CONSENT

 The
Parties acknowledge that the Purchase Agreement permits assignment by Buyer to its assigns or assignees. Notwithstanding the foregoing,
to ensure clarity of record and full enforceability, the Parties agree to use commercially reasonable efforts to obtain Seller’s
written acknowledgment and consent to this Assignment promptly following execution hereof. A form of Seller consent is attached hereto
as Exhibit A .

 4.
REPRESENTATIONS AND WARRANTIES

 4.1
Assignor Representations

 Assignor
represents and warrants to Assignee as of the Assignment Effective Date that:

 ● Assignor
 is the sole holder of Buyer’s rights under the Purchase Agreement and has full authority
 to assign such rights;

 ● the
 Purchase Agreement is in full force and effect and has not been materially modified, amended,
 or supplemented except as disclosed to Assignee;

 ● to
 Assignor’s knowledge, no event of default or breach by Assignor exists under the Purchase
 Agreement; and

 ● Assignor
 has not previously assigned, pledged, or encumbered its interest under the Purchase Agreement.

 4.2
Assignee Representations

 Assignee
represents and warrants to Assignor as of the Assignment Effective Date that:

 ● Assignee
 is a corporation duly organized, validly existing, and in good standing under the laws of
 the State of Nevada;

 ● Assignee
 has full corporate power and authority to enter into this Assignment and perform its obligations
 hereunder; and

 ● the
 execution, delivery, and performance of this Assignment have been duly authorized by all
 necessary corporate action of Assignee.

 5.
CONSIDERATION

 In
consideration of this Assignment and the mutual covenants herein, Assignee agrees to pay or provide to Assignor such consideration as
the Parties have separately agreed upon in writing. The Parties acknowledge that good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, underlies this Assignment.

 6.
GENERAL PROVISIONS

 6.1
Binding Effect

 This
Assignment shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.

 6.2
Governing Law

 This
Assignment shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict
of laws principles, consistent with the governing law applicable to the underlying Purchase Agreement.

 6.3
Entire Agreement

 This
Assignment, together with the Purchase Agreement (incorporated herein by reference), constitutes the entire agreement between the Parties
with respect to the subject matter hereof and supersedes all prior negotiations, representations, warranties, and understandings with
respect thereto.

 6.4
Further Assurances

 Each
Party agrees to execute such additional documents and instruments and to take such further actions as may be reasonably necessary or
desirable to carry out the purposes and intent of this Assignment.

 6.5
Counterparts; Electronic Execution

 This
Assignment may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute
one and the same instrument. Electronic signatures and DocuSign execution shall be deemed valid and binding.

 6.6
Severability

 If
any provision of this Assignment is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

 7.
NOTICES

 ASSIGNOR:

 Carlos
X. Montoya, Managing Member

 Tall
Ship Resource Development LLC

 1244
N. Stone St. Unit #3, Chicago, IL 60610

 Email:

 ASSIGNEE:

 I-ON
Digital Corp

 /s/
 Ken Park

 Ken Park, Chief Marketing
 Officer and Director

 Email:
___________________________

 8.
SIGNATURES

 ASSIGNOR
– ACCEPTED

 Tall
Ship Resource Development LLC

 Per:
 /s/
 Carlos X. Montoya

 Date:
 June
 1, 2026

 Name:
 Carlos
 X. Montoya

 Title:
 Managing
 Member

 ASSIGNEE
– ACCEPTED

 I-ON
Digital Corp

 Per:
 /s/
 Ken Park
 Date:
 June 1,
 2026

 Name:
 Ken Park

 Title:
 Chief
 Marketing Officer and Director

 EXHIBIT
A

 SELLER
CONSENT AND ACKNOWLEDGMENT OF ASSIGNMENT

 The
undersigned, [*********], [*********], and [*********] (collectively, “Seller” ), being the Seller under
that certain Secured Mineral Property Purchase Agreement dated May 17–18, 2026 (the “Purchase Agreement” ), hereby
acknowledge and consent to the assignment of all Buyer’s rights and obligations under the Purchase Agreement from Tall Ship Resource
Development LLC to I-ON Digital Corp, effective as of the Assignment Effective Date set forth above.

 Seller
confirms that:

 ● the
 Purchase Agreement is in full force and effect;

 ● no
 default by Buyer exists as of the date of this Consent; and

 ● Seller
 agrees to recognize I-ON Digital Corp as “Buyer” for all purposes under
 the Purchase Agreement from and after the Assignment Effective Date.

 [*********]

 Per:
 /s/
 [*********]

 Date:
 June
 1, 2026

 Name:
 [*********],
 Managing Member

 /s/
 [*********]

 Date:
 June 1,
 2026

 Name:
 [*********],
 Director