SonicStrategy Confirms Closing of $40 Million USD ($55M CAD) Sonic Token Investment From Sonic Labs

Rhea-AI Summary

SonicStrategy Inc. (OTCQB: DBKSF) has closed a significant $40 million USD ($55M CAD) Sonic Token investment from Sonic Labs, structured as a convertible debenture. The company received 126,622,348.845 Sonic Tokens which will be deployed on their validator to generate yield from the Sonic blockchain.

The non-interest-bearing debenture matures on March 10, 2026 and is convertible into common shares at $4.50 USD per share, subject to meeting specific milestones including Nasdaq listing and capital raising targets ranging from $40M to $120M USD. If conversion conditions aren't met, SonicStrategy must return the Sonic Tokens to Sonic Labs at maturity.

Positive

• None.

Negative

• No cash proceeds raised from the transaction
• Risk of returning all Sonic Tokens if uplisting and fundraising milestones aren't met
• Three-year lock-up period for any converted shares
• Debenture is unsecured
• Conversion dependent on significant additional capital raises ($40M-$120M USD)

Toronto, Ontario--(Newsfile Corp. - September 11, 2025) - Spetz Inc. (CSE: SPTZ) (OTCQB: DBKSF) (doing business as SonicStrategy Inc., the "Company"), a publicly traded institutional bridge to the Sonic blockchain, is pleased to announce that it has formally closed it previously-announced (see September 2, 2025 press release) $40 million USD ($55M CAD) arm's length investment of Sonic Tokens ($S) from Sonic Labs structured as a convertible debenture (the "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 USD, which is based upon the prevailing price of the Sonic Tokens on CoinMarketCap on August 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 multi-signature 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 USD ($6.22 CAD) per share, if certain milestones are met, including the listing of the common shares of the Company on the Nasdaq Capital Markets (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 USD principal amount ("Principal Amount") of the Debenture into common shares as follows:

(i) 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 US$120,000,000, then the entire Principal Amount may be converted into Common Shares;

(ii) 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 US$80,000,000 but less than US$120,000,000, then three-quarters of the Principal Amount may be converted into Common Shares;

(iii) 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 US$50,000,000 but less than US$80,000,000, then half of the Principal Amount may be converted into Common Shares; or

(iv) 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 US$40,000,000 but less than US$50,000,000, then one-quarter 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 which 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 Markets (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 coordination between the our two organizations.

The formal closing of this $40 million USD investment sets the stage for SonicStrategy's intended application to list its common shares on the Nasdaq Capital Markets, which is subject to regulatory approval and compliance with the listing requirements of the Nasdaq Capital Markets 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, CEO 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 press 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.

For more information, visit:

SonicStrategy: www.sonicstrategy.io

About Spetz Inc. (dba SonicStrategy)

Spetz Inc. (CSE: SPTZ) (OTCQB: DBKSF) (dba SonicStrategy) 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 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 sub-second finality and ultra-high throughput.

At the heart of Sonic's incentive model is Fee Monetization (FeeM), a system that lets developers earn 90% of the network fees generated by their applications. Inspired by Web2 ad-revenue sharing models, FeeM rewards developers for driving usage, growth, and real activity.

Company Contacts:

Investor Relations
Email: investors@sonicstrategy.io
Phone: 1-800-927-8745

Mitchell Demeter, CEO
Email: mitchell@sonicstrategy.io

NEITHER THE CANADIAN SECURITIES EXCHANGE, NOR THEIR REGULATION SERVICES PROVIDERS HAVE REVIEWED OR ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

Cautionary Note Regarding Forward-looking Statements

Certain information herein constitutes "forward-looking information" under Canadian securities laws, reflecting management's expectations regarding objectives, plans, strategies, future growth, results of operations, and business prospects of the Company. Words such as "may", "plans," "expects," "intends," "anticipates," "believes," and similar expressions identify forward-looking statements, which are qualified by the inherent risks and uncertainties surrounding future expectations.

Forward-looking statements are based on a number of estimates and assumptions that, while considered reasonable by management, are subject to business, economic, and competitive uncertainties and contingencies. The Company cautions readers not to place undue reliance on these statements, as forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from projected outcomes. Factors influencing these outcomes include economic conditions, regulatory developments, competition, capital availability, and business execution risks. No assurance can be given that any events anticipated by the forward-looking information will transpire or occur, including the Company's intention to apply to up-list its common shares on the Nasdaq Capital Markets and if such application is made, that the Company would be successful.

The forward-looking information contained in this press release represents Spetz's expectations as of the date of this release and is subject to change. Spetz does not undertake any obligation to update forward-looking statements, except as required by law.

This press release does not constitute an offer to sell or the solicitation of an offer to buy, and shall not constitute an offer, solicitation or sale in any state, province, territory or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state, province, territory or jurisdiction. None of the securities issued in the Private Placement will be registered under the United States Securities Act of 1933, as amended (the "1933 Act"), and none of them may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act.

No securities regulatory authority has either approved or disapproved the contents of this press release.

We seek Safe Harbor.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/266021

FAQ

What is the value of Sonic Labs' investment in SonicStrategy (DBKSF)?

Sonic Labs invested $40 million USD ($55M CAD) worth of Sonic Tokens into SonicStrategy, specifically 126,622,348.845 tokens.

What are the conversion terms for SonicStrategy's (DBKSF) convertible debenture?

The debenture is convertible at $4.50 USD per share, with conversion rights varying based on capital raises from $40M to $120M USD, and requires Nasdaq listing. Converted shares have a three-year lock-up period.

When does SonicStrategy's (DBKSF) convertible debenture mature?

The convertible debenture matures on March 10, 2026, unless extended by both SonicStrategy and Sonic Labs.

What happens if SonicStrategy (DBKSF) fails to meet the conversion conditions?

If SonicStrategy fails to meet the uplisting and fundraising requirements, they must return the 126,622,348.845 Sonic Tokens to Sonic Labs at maturity.

How will SonicStrategy (DBKSF) use the Sonic Tokens?

The Sonic Tokens will be deployed on SonicStrategy's validator to generate yield by validating transactions on the Sonic blockchain and securing the network.