Ionic Digital Inc.

Forward-Looking Statements

This Quarterly Report on Form 10-Q (the “Quarterly Report”) includes forward-looking statements that reflect our plans, beliefs, expectations and current views with respect to, among other things, future events and financial performance. These forward-looking statements are based on the historical financial information and our current plans, estimates and projections in light of information currently available to us, and therefore you should not place undue reliance on them. The inclusion of this forward-looking information should not be regarded as a representation by us or any other person that the future plans, estimates or expectations contemplated by us will be achieved. Forward-looking statements made in this Quarterly Report speak only as of its date, and we undertake no obligation to update them in light of new information or future events, except as required by law.

Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts and are often characterized by the use of words such as “anticipates,” “believes,” “estimates,” “expects,” “intends,” “may,” “projects,” “plans,” or by discussions of strategy, plans or intentions. Such forward-looking statements involve known and unknown risks, uncertainties, assumptions and other important factors that could cause our actual results, performance or achievements, or industry results, to differ materially from historical results or any future results, performance or achievements expressed, suggested or implied by such forward-looking statements. Some of the risks, uncertainties and other important factors that could cause results to differ from those currently expected, or that otherwise could impact us, include, but are not limited to:

•our ability to secure and retain customers on commercially reasonable terms or at all in our digital infrastructure business;

•our ability to establish and maintain a customer base for our digital infrastructure business and customer concentration;

•our ability to procure sufficient power for our digital infrastructure solutions and bitcoin mining operations, and to obtain required regulatory approvals to increase energy capacity;

•business interruptions, including due to power outages, shortages, capacity constraints, catastrophic disasters or other events;

•our ability to access sufficient capital for future strategic growth initiatives;

•additional bitcoin mining capacity from competing bitcoin miners decreases our effective network hashrate market share, and if we are unable to grow our hashrate at pace with the global network hashrate, our chance of earning bitcoin from our mining operations will decline;

•our third-party contract manufacturers, pool service providers, component suppliers and energy providers, some of which are sole source and limited source suppliers;

•the price volatility of bitcoin, the digital currency native to the Bitcoin network;

•our financial and business performance, including financial projections and business metrics;

•the dependence of our revenues on general economic conditions and the willingness of enterprises to invest in technology;

•our ability to establish and maintain proper and effective internal control over financial reporting;

•our commercial partnerships and business relationships;

•the effects of competition and regulation on our business;

•breaches of the security of our information systems, products or services or of the information systems of our third-party providers;

•potential litigation and other claims, including for infringement, which could cause us to incur significant expenses or prevent us from selling our products or services;

•environmental, health and safety, laws, regulations, costs and other liabilities; and

•other factors detailed under the section titled “Risk Factors” in the final prospectus filed on July 28, 2026 pursuant to Rule 424(b) in connection with our direct listing (the “Prospectus”).

The factors identified above should not be construed as an exhaustive list of factors that could affect our future results and should be read in conjunction with the other cautionary statements that are included in this Quarterly Report. Furthermore, new risks and uncertainties arise from time to time, and it is impossible for us to predict those events or how they may affect us. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors” in the Prospectus. If any of these trends, risks or uncertainties actually occurs or continues, our business, revenue and financial results could be harmed, and the trading prices of our shares of Class A common stock (the “Class A common stock”) could decline. All forward-looking statements attributable to us are expressly qualified in their entirety by this cautionary note.