{"url_path":"/sec/ioni/8-k/2026-06-05/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-05","source_url":"https://www.sec.gov/Archives/edgar/data/1580490/0001493152-26-027501-index.html","accession_number":"0001493152-26-027501","cik":"0001580490","ticker":"IONI","issuer_name":"I-ON Digital Corp.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1580490/0001493152-26-027501-index.html","primary_entity_key":"0001580490","primary_entity_name":"I-ON Digital Corp."},"word_count":688,"has_tables":true,"body_markdown":"**Item\n1.01 Entry into a Material Definitive Agreement.**\n\n \n\nOn\nJune 1, 2026 (the “Assignment Effective Date”), I-ON Digital Corp., a Delaware corporation (the “Company”), entered\ninto an Assignment of Mineral Property Purchase Agreement (the “Assignment Agreement”) with Tall Ship Resource Development\nLLC, a Delaware limited liability company controlled and owned by the Company’s Chief Executive Officer and majority shareholder,\nCarlos Montoya (“Tall Ship”), pursuant to which Tall Ship irrevocably assigned, transferred, conveyed, and delivered to the\nCompany all of Tall Ship’s right, title, and interest as buyer under that certain Secured Mineral Property Purchase Agreement dated\nMay 17–18, 2026 (the “Purchase Agreement”) between Tall Ship and the prior owners thereof and/or their designated entity\n(collectively, the “Seller”). The Company did not pay any consideration to Tall Ship for the assignment of the rights to\nthe Claims under the Purchase Agreement but did agree to assume all of Tall Ship’s obligations to the Seller under the Purchase\nAgreement as more fully set forth below.\n\n \n\nThe\nPurchase Agreement relates to the acquisition of twenty-one (21) of twenty-two (22) mutually agreed upon unpatented placer mining\nclaims known as the “ Project,” Bureau of Land Management (“BLM”) gold mining claims located in the\nsouthwestern United States (the “Claims”). The Project consists of twenty-two (22) contiguous BLM placer mining claims,\ncomprising approximately 440 acres and containing an estimated 1 to 1.5 million ounces of in\nsitu gold reserves. The project exhibits mineralization associated with gold, platinum group metals, light and heavy rare\nearth elements, gallium, scandium, and yttrium.\n\n \n\nThe\ntotal purchase price of the Claims under the Purchase Agreement is $25,000,000, payable via an initial escrow deposit of $500,000 (including\na $75,000 reimbursement to Seller, conditioned on receipt of supporting documentation) and deferred installment payments as set forth\ntherein. The Purchase Agreement contemplates a phased transfer of the Claims: eleven (11) mutually agreed claims transferring free and\nclear at the initial closing, and ten (10) mutually agreed claims transferring free and clear upon completion of the fourth installment\npayment.\n\n \n\nPursuant\nto the Assignment Agreement, effective as of the Assignment Effective Date, Tall Ship irrevocably assigned, transferred, conveyed, and\ndelivered to the Company all of Tall Ship’s right, title, and interest in, to, and under the Purchase Agreement, including without\nlimitation: (i) all rights to acquire, receive, and hold title to the twenty-one (21) claims in accordance with the phased transfer schedule\nset forth in the Purchase Agreement; (ii) all rights relating to the escrow, including rights to direct disbursements and receive any\nrefunds in the event of Seller default; (iii) all due diligence rights, access rights, and cooperation rights afforded to buyer under\nthe Purchase Agreement during the purchasing claims period; (iv) all rights to participate in the cooperative Acquisition and Development\nAgreement relating to the proposed local mineral processing mill; and (v) all other rights, benefits, privileges, claims, and interests\nof buyer under the Purchase Agreement.\n\n \n\nFurther,\npursuant to the Assignment Agreement and effective as of the Assignment Effective Date, the Company accepted the assignment and assumed\nall liabilities, duties, and obligations of Tall Ship as buyer under the Purchase Agreement arising from and after the Assignment Effective\nDate, including without limitation: (i) all installment payments and interest obligations under the purchase price payment schedule;\n(ii) all escrow funding obligations, including the initial $500,000 deposit if not yet funded; (iii) all obligations to complete the\nNI 43-101 technical report and related feasibility studies at the Company’s cost; (iv) all access, cooperation, and due diligence\nobligations owed to Seller during the purchasing claims period; and (v) all obligations relating to the development, financing, and operation\nof the proposed mineral processing mill.\n\n \n\nThe\nCompany intends to utilize a phased reserve-development and digitization strategy with respect to the Project, including: advancing core\nclaims toward inferred/indicated resource classification; completing feasibility and reserve upgrade work; and potential.\n\n \n\nThe\nforegoing description of the Assignment Agreement does not purport to be complete and is qualified in its entirety by reference to the\nfull text of the Assignment Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein\nby reference."}