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On a pre-Consolidation basis, the Company currently has 87,317,944 common shares issued and outstanding. Following the Consolidation, the Company expects to have approximately 8,731,794 post-Consolidation common shares issued and outstanding. No fractional common shares will be issued because of the proposed Consolidation. Any fractional common share resulting from the proposed Consolidation will be rounded up in the case of a fractional interest that is one-half (1/2) of a common share or greater, or rounded down in the case of a fractional interest that is less than one-half (1/2) of a common share, and no cash consideration will be paid in respect of any fractional common share rounded down to the nearest whole common share.

All outstanding stock options and share purchase warrants of the Company will also be adjusted by the Consolidation ratio and the respective exercise prices of outstanding options and share purchase warrants will be adjusted accordingly.

The Company believes that the Consolidation will provide the Company with greater flexibility for the development of its business and the growth of the Company, including financing arrangements.

The Consolidation is subject to the approval of the Canadian Securities Exchange (CSE). In accordance with the Company’s Articles, the Consolidation will not require shareholder approval. The record date and effective date of the Consolidation, and the new CUSIP and ISIN numbers, will be disclosed in a subsequent news release.

Financing update

In light of the proposed Consolidation, the Company has discontinued the private placement previously announced by new releases dated November 28, 2024, and December 4, 2024. The Company is pleased to announce that it now intends to complete a post-Consolidation private placement of up to 8 million common shares at a post-Consolidation price of $0.15 per common share for proceeds of up to $1.2 million (the “Financing”).

The Company intends to use the proceeds from the Financing for working capital expenditures including operating expenses, payment of accounts payable, research and development, pursuing advancement of the Company's business, professional fees, and the closing of the Financing. Finder's fees and/or commissions may be paid in connection with the Financing.

The Financing may be completed in multiple closings. Securities issued pursuant to the Financing will be subject to a hold period expiring four months and one day from the date of issuance in accordance with applicable securities laws. The closing of the Financing is subject to the receipt of all necessary regulatory approvals.

This news release is for information purposes only and does not constitute an offer to sell or a solicitation of an offer to buy any securities of the Company in any jurisdiction.

About Luxxfolio

%LuxxfolioHoldings Inc. is a publicly traded digital asset company based in Canada. It previously operated an industrial-scale %Cryptocurrency mining facility in the United States. As disclosed in the Company’s public record, Luxxfolio closed its mining operations due to the then downturn in the cryptocurrency markets and, over the last couple of years, has actively been engaged in determining a reasonable path forward for shareholders by restructuring the Company’s finances and pursuing financing discussions, new business opportunities, and M&A possibilities. Luxxfolio intends to remain in the digital asset business to provide a liquid alternative for exposure to digital assets in the broader capital markets.

Contact Information:

For more information, please contact:

Geoffrey McCord, CPA, CA, Director
Tel: (833) 928-8883
Email: [email protected]
www.luxxfolio.com

The CSE has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.

Certain information contained herein may constitute “forward-looking information” under Canadian securities legislation. Generally, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, intends” “will”, or variations of such words and phrases or statements that certain actions, events, or results “will” occur. Forward-looking statements regarding the Company and its business and strategies are based on the Company’s estimates and are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company and its subsidiaries to be materially different from those expressed or implied by such forward-looking statements or forward-looking information, including capital expenditures and other costs. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. The Company will not update any forward-looking statements or forward-looking information that are incorporated by reference herein, except as required by applicable securities laws.