Announcement of Acquisition of Shares of 3iQ Digital Holdings Inc., a Canadian
corporation
TOKYO, December 28, 2023 - Monex Group, Inc. (hereinafter the “Company”) announces that its Board ofDirectors resolved today to acquire shares in 3iQ Digital Holdings Inc. (together with its subsidiaries,
hereinafter collectively “3iQ”) through its acquisition subsidiary established in Canada and make 3iQ
subsidiaries of the Company.
1. Reason for acquisition of shares
3iQ is a pioneer in crypto asset management, licensed in Ontario, Canada (AUM 795 million Canadiandollars as of November 30, 2023). It was the first in North America to launch regulated exchange-listed
funds for Bitcoin (BTC) and Ethereum (ETH), one of the first to introduce Bitcoin and Ethereum ETFs
on the Toronto Stock Exchange, and most recently, the first globally to integrate staking capabilities
within an Ethereum ETF. 3iQ has also established a secure, transparent and efficient investment platform(3iQ Managed Account Platform or “QMAP”) that enables diversification into crypto hedge funds withvarious alpha strategies, meeting the complex demand of institutional investors around the world. Inaddition, in response to a dynamic market trend where major crypto asset exchanges are expanding into
asset management to meet the needs of their clients, 3iQ plans to offer asset management services on anoutsourced basis.
The Company aims to strengthen its asset management business of the group, and by making 3iQ
subsidiaries, it anticipates to achieve high growth by capturing the crypto asset management needs ofinstitutional investors and crypto asset exchanges around the world, which are expected to grow in thefuture.
The Company also owns Coincheck, the top player in the crypto asset exchange business in Japan, as
one of its main subsidiaries. In addition to the business for its 1.8 million retail customers, Coincheckplans to strengthen its business with corporate clients including institutional investors. The Company
plans to leverage 3iQ's crypto-asset related product creation capabilities to maximize synergies amongits group companies.
2. Outlines of the subsidiaries to be acquired(1) 3iQ Digital Holdings Inc.
(1)
(2)
(3)

Name
Location
Name and title ofrepresentative

3iQ Digital Holdings Inc.
Ontario, Canada
Frederick T. Pye, Executive Chairman and Chief Executive Officer,

Holdings of shares in companies engaged in the management of crypto
assets, etc.
(5) Amount of stated capital
13,927,523 Canadian dollars (as of the end of June 2023)(6) Date of establishment
June 2021
Asset management companies of Frederick T. Pye (29.2% in total),(7) Major shareholders andCoinshares International Limited (10.0%),
shareholding ratio
Van Eck Associates Corp. (8.9%), etc.
CapitalNo relationship to be stated.
relationship(8) Relationship between thePersonal
No relationship to be stated.
Company and the party
relationship
mentioned
BusinessNo relationship to be stated.
relationship(9) Operating results and financial conditions of the latest three fiscal years(in Canadian dollars, except as otherwise noted)
Fiscal year ended
Fiscal year ended
Fiscal year ended
Fiscal Year
June 30, 2021
June 30, 2022
June 30, 2023
Net worth (C$000’s)
10,557
8,867
6,224
Total assets (C$000’s)
17,426
13,0398,418(4)

Business Description

Net assets per share
Amount of sales (C$000’s)
Operating income (loss)(C$000’s)
Ordinary profit (loss) (C$000’s)
Net income (loss) (C$000’s)
Net income per share
Dividend per share

0.9
18,9530.8
29,0650.5
9,711

10,60310(5,244)

10,603
9,123
0.8
0.4

10
(1,082)
0.3(5,244)(4,671)-(2) 3iQ Corp. (100% subsidiary of 3iQ Digital Holdings Inc.)
(1)
(2)
(3)

Name
Location
Name and title ofrepresentative(4)

Business Description

(5)
(6)
(7)

Amount of stated capital
Date of establishment
Major shareholders andshareholding ratio

3iQ Corp.
Ontario, Canada

Frederick T. Pye, Executive Chairman and Chief Executive Officer
Holdings of shares in companies engaged in the management of crypto
assets, etc.
13,447,997 Canadian dollars (as of the end of June 2022)
July 2012
3iQ Digital Holdings Inc. 100%

CapitalNo relationship to be stated.
relationship(8) Relationship between thePersonal
No relationship to be stated.
Company and the party
relationship
mentioned
Business
No relationship to be stated.
relationship(9) Operating results and financial conditions of the latest three fiscal years(in Canadian dollars, except as otherwise noted)
Fiscal year ended
Fiscal year ended
Fiscal Year
June 30, 2021
June 30, 2022
Net worth (C$000’s)
10,448
8,146
Total assets (C$000’s)
17,32012,591
Net assets per share
0.9
0.7
Amount of sales (C$000’s)
18,95329,196
Operating income (loss)
10,4942,014(C$000’s)
Ordinary profit (loss) (C$000’s)
10,4942,104
Net income (loss) (C$000’s)
9,014
1,172
Net income per share
0.8
0.1
Dividend per share
0.4
0.3

Fiscal year ended
June 30, 2023
2,982
7,951
0.3
9,720
(5,294)(5,294)(5,164)-[Notes]Please note that the information in 3(1), 4(2) and 4(4) below is based on our assumptions that, with respect
stock options granted by 3iQ Digital Holdings Inc. as of today and exercisable before the closing of the shareacquisition of 3iQ Digital Holdings Inc. by the Company (hereinafter the “Closing”), (i) the number of
persons who will exercise their stock options by the time of the Closing will be 0 to 33 (inclusive of those
who are the shareholders of 3iQ Digital Holdings Inc. as of today) and (ii) an increase in the number ofshares of 3iQ Digital Holdings Inc. issued and outstanding as of the Closing as a result of such persons
exercising their stock options will be 0 to 978,786. The number of shares in 3iQ as well as the number ofvoting rights in 3iQ to be acquired by the Company at the Closing will not be affected by exercise of stock
options and remain unchanged, however, the percentage of voting rights to be acquired by the Company
might change within the range of 68.4 and 72.4 depending on the number of stock options to be exercised
before the Closing.
3. Outline of the counterparty of the share acquisition(1)

NameMinimum 60 and maximum 82 shareholders (total of individual andcorporate shareholders) (Please refer to the notes above.)

(2)
(3)

Location
Relationship between theCompany and the party
mentioned

Names undisclosed due to the request from the counterparties.
Undisclosed due to the request from the counterparties
No capital, personal or business relationship to be stated.

4. Number of shares acquired, acquisition price and status of shares held before and after acquisition(1)

Number of shares heldbefore acquisition(2)

Number of share acquired

6,630,000 shares (Number of voting rights 12,300,000; within the therange of 68.4% and 72.4% of voting rights (Please refer to the notes(3)

Aggregate sale priceTotal 39,757 thousand U.S. dollars(4)

Number of shares held
after acquisition

0 share (Number of voting rights 0, approx. 0%)

above.))

6,630,000 shares (Number of voting rights 12,300,000; within the therange of 68.4% and 72.4% of voting rights (Please refer to the notes

above.))

5. Overview of the acquisition company
(1)
(2)
(3)

NameLocation
Name and title ofrepresentative(4)

Business Description

(5)
(6)
(7)

Amount of stated capital
Date of establishment
Major shareholders andshareholding ratio

1000745629 ONTARIO INC.
Ontario, CanadaTakashi Oyagi
Holdings of shares in companies engaged in the management of crypto
assets, etc.
100 Canadian dollars
December 2023
Monex Group, Inc. 100%

6. Schedule
Date of resolution of the Company’s board of directors

December 28, 2023 (today)

Conclusion of agreement on share acquisition

December 28, 2023 (today)

Closing date of share acquisition

To be determined (*)(*) The closing date is not determined as of today as the share acquisition is subject to pre-closingconditions, including governmental approval.
7. Forecast
As a result of this share acquisition, 3iQ will become consolidated subsidiaries of the Company. The impact
on the consolidated financial results for the fiscal year ending March 31, 2024 is expected to be minimal.
8.

OthersTD Cowen is serving as financial advisor and Osler, Hoskin & Harcourt LLP is serving as legal advisor tothe Company.
Contact:

Akiko Kato
Corporate Communications OfficeMonex Group, Inc.
+81-3-4323-8698

Yuki Nakano, Taishi KomoriInvestor Relations, Financial Control Department
Monex Group, Inc.
+81-3-4323-8698

This material is an English translation of a Japanese announcement made on the date above. Although the Company intended
to faithfully translate the Japanese document into English, the accuracy and correctness of this English translation is notguaranteed and thus you are encouraged to refer to the original Japanese document. This translation was made as a matter ofrecord only and does not constitute an offer to sell or to solicit an offer to buy securities in the U.S.