UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
On June 1, 2026 (the “Assignment Effective Date”), I-ON Digital Corp., a Delaware corporation (the “Company”), entered into an Assignment of Mineral Property Purchase Agreement (the “Assignment Agreement”) with Tall Ship Resource Development LLC, a Delaware limited liability company controlled and owned by the Company’s Chief Executive Officer and majority shareholder, Carlos Montoya (“Tall Ship”), pursuant to which Tall Ship irrevocably assigned, transferred, conveyed, and delivered to the Company all of Tall Ship’s right, title, and interest as buyer under that certain Secured Mineral Property Purchase Agreement dated May 17–18, 2026 (the “Purchase Agreement”) between Tall Ship and the prior owners thereof and/or their designated entity (collectively, the “Seller”). The Company did not pay any consideration to Tall Ship for the assignment of the rights to the Claims under the Purchase Agreement but did agree to assume all of Tall Ship’s obligations to the Seller under the Purchase Agreement as more fully set forth below.
The Purchase Agreement relates to the acquisition of twenty-one (21) of twenty-two (22) mutually agreed upon unpatented placer mining claims known as the “ Project,” Bureau of Land Management (“BLM”) gold mining claims located in the southwestern United States (the “Claims”). The Project consists of twenty-two (22) contiguous BLM placer mining claims, comprising approximately 440 acres and containing an estimated 1 to 1.5 million ounces of in situ gold reserves. The project exhibits mineralization associated with gold, platinum group metals, light and heavy rare earth elements, gallium, scandium, and yttrium.
The total purchase price of the Claims under the Purchase Agreement is $25,000,000, payable via an initial escrow deposit of $500,000 (including a $75,000 reimbursement to Seller, conditioned on receipt of supporting documentation) and deferred installment payments as set forth therein. The Purchase Agreement contemplates a phased transfer of the Claims: eleven (11) mutually agreed claims transferring free and clear at the initial closing, and ten (10) mutually agreed claims transferring free and clear upon completion of the fourth installment payment.
Pursuant to the Assignment Agreement, effective as of the Assignment Effective Date, Tall Ship irrevocably assigned, transferred, conveyed, and delivered to the Company all of Tall Ship’s right, title, and interest in, to, and under the Purchase Agreement, including without limitation: (i) all rights to acquire, receive, and hold title to the twenty-one (21) claims in accordance with the phased transfer schedule set forth in the Purchase Agreement; (ii) all rights relating to the escrow, including rights to direct disbursements and receive any refunds in the event of Seller default; (iii) all due diligence rights, access rights, and cooperation rights afforded to buyer under the Purchase Agreement during the purchasing claims period; (iv) all rights to participate in the cooperative Acquisition and Development Agreement relating to the proposed local mineral processing mill; and (v) all other rights, benefits, privileges, claims, and interests of buyer under the Purchase Agreement.
Further, pursuant to the Assignment Agreement and effective as of the Assignment Effective Date, the Company accepted the assignment and assumed all liabilities, duties, and obligations of Tall Ship as buyer under the Purchase Agreement arising from and after the Assignment Effective Date, including without limitation: (i) all installment payments and interest obligations under the purchase price payment schedule; (ii) all escrow funding obligations, including the initial $500,000 deposit if not yet funded; (iii) all obligations to complete the NI 43-101 technical report and related feasibility studies at the Company’s cost; (iv) all access, cooperation, and due diligence obligations owed to Seller during the purchasing claims period; and (v) all obligations relating to the development, financing, and operation of the proposed mineral processing mill.
The Company intends to utilize a phased reserve-development and digitization strategy with respect to the Project, including: advancing core claims toward inferred/indicated resource classification; completing feasibility and reserve upgrade work; and potential.
The foregoing description of the Assignment Agreement does not purport to be complete and is qualified in its entirety by reference to the full 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 by reference.
Item 2.01 Completion of Acquisition or Disposition of Assets.
The disclosures in Item 1.01 are hereby incorporated by reference into this Item 2.01.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 *† | Assignment of Mineral Property Purchase Agreement, dated June 1, 2026, by and between Tall Ship Resource Development LLC and I-ON Digital Corp. | |
| 99.1 | Press Release dated June 1, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Filed herewith.
† Confidential portions of this exhibit were redacted pursuant to Item 601(b)(10) of Regulation S-K, and the Registrant agrees to furnish to the SEC a copy of any omitted schedule and/or exhibit upon request.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: June 5, 2026 | By: | /s/ Carlos X. Montoya |
| Carlos X. Montoya | ||
| Chief Executive Officer |
Exhibit 10.1
ASSIGNMENT OF MINERAL PROPERTY PURCHASE AGREEMENT
(Blythe Project – Riverside County, California)
This Assignment of Mineral Property Purchase Agreement (this “Assignment”) is entered into as of the 1st day of June 2026 (the “Assignment Effective Date”), by and between:
ASSIGNOR:
Tall Ship Resource Development LLC, a Delaware limited liability company (“Assignor”); and
ASSIGNEE:
I-ON Digital Corp, a Nevada corporation (“Assignee”).
Assignor and Assignee are each referred to herein individually as a “Party” and collectively as the “Parties.”
1. RECITALS
| ● | Original Agreement. On or about May 17–18, 2026, Assignor entered into that certain Secured Mineral Property Purchase Agreement (the “Purchase Agreement”) with [*********], [*********], and/or their designated entity [*********] (collectively, “Seller”), relating to the acquisition of twenty-one (21) of twenty-two (22) mutually agreed upon unpatented placer mining claims known as the “[*******] Project”, BLM Serial Numbers CAMC #[*****] through CAMC #[*****], located in Riverside County, California (the “Claims”). | |
| ● | Purchase Price. The total Purchase Price under the Purchase Agreement is USD $25,000,000, payable via an initial escrow deposit of USD $500,000 (including a USD $75,000 reimbursement to Seller, conditioned on receipt of supporting documentation) and deferred installment payments as set forth therein. | |
| ● | Two-Phase Transfer. The Purchase Agreement contemplates a phased transfer of the Claims: eleven (11) mutually agreed claims transferring free and clear at initial Closing, and ten (10) mutually agreed claims transferring free and clear upon completion of the fourth installment payment. | |
| ● | Mill Development. The Purchase Agreement also contemplates a cooperative Acquisition and Development Agreement (Part 2) for the future design, financing, and operation of a local mineral processing mill associated with the Blythe Project, to be documented in a separate definitive agreement. | |
| ● | Assignment. Assignor desires to assign to Assignee all of Assignor’s right, title, and interest as Buyer under the Purchase Agreement, and Assignee desires to accept such assignment and assume all of Assignor’s obligations thereunder. |
2. ASSIGNMENT AND ASSUMPTION
2.1 Assignment
Effective as of the Assignment Effective Date, Assignor hereby irrevocably assigns, transfers, conveys, and delivers to Assignee all of Assignor’s right, title, and interest in, to, and under the Purchase Agreement, including without limitation:
| ● | all rights to acquire, receive, and hold title to the twenty-one (21) Claims in accordance with the phased transfer schedule set forth in the Purchase Agreement; | |
| ● | all rights relating to the escrow, including rights to direct disbursements and receive any refunds in the event of Seller default; | |
| ● | all due diligence rights, access rights, and cooperation rights afforded to Buyer under the Purchase Agreement during the Purchasing Claims Period; | |
| ● | all rights to participate in the cooperative Acquisition and Development Agreement (Part 2 of the Purchase Agreement) relating to the proposed local mineral processing mill; and | |
| ● | all other rights, benefits, privileges, claims, and interests of Buyer under the Purchase Agreement. |
2.2 Assumption of Obligations
Assignee hereby accepts the foregoing assignment and assumes and agrees to perform, pay, and discharge, as and when due, all liabilities, duties, and obligations of Assignor as Buyer under the Purchase Agreement arising from and after the Assignment Effective Date, including without limitation:
| ● | all installment payments and interest obligations under the Purchase Price payment schedule; | |
| ● | all escrow funding obligations, including the initial USD $500,000 deposit if not yet funded; | |
| ● | all obligations to complete the NI 43-101 technical report and related feasibility studies at Assignee’s cost; | |
| ● | all access, cooperation, and due diligence obligations owed to Seller during the Purchasing Claims Period; and | |
| ● | all obligations relating to the development, financing, and operation of the proposed mineral processing mill as set forth in Part 2 of the Purchase Agreement. |
2.3 Release of Assignor
Upon execution of this Assignment, and to the extent permitted by the Purchase Agreement and applicable law, Assignor shall be released from all obligations arising under the Purchase Agreement after the Assignment Effective Date, with Assignee standing in the place and stead of Assignor as “Buyer” for all purposes under the Purchase Agreement.
3. SELLER CONSENT
The Parties acknowledge that the Purchase Agreement permits assignment by Buyer to its assigns or assignees. Notwithstanding the foregoing, to ensure clarity of record and full enforceability, the Parties agree to use commercially reasonable efforts to obtain Seller’s written acknowledgment and consent to this Assignment promptly following execution hereof. A form of Seller consent is attached hereto as Exhibit A.
4. REPRESENTATIONS AND WARRANTIES
4.1 Assignor Representations
Assignor represents and warrants to Assignee as of the Assignment Effective Date that:
| ● | Assignor is the sole holder of Buyer’s rights under the Purchase Agreement and has full authority to assign such rights; | |
| ● | the Purchase Agreement is in full force and effect and has not been materially modified, amended, or supplemented except as disclosed to Assignee; | |
| ● | to Assignor’s knowledge, no event of default or breach by Assignor exists under the Purchase Agreement; and | |
| ● | Assignor has not previously assigned, pledged, or encumbered its interest under the Purchase Agreement. |
4.2 Assignee Representations
Assignee represents and warrants to Assignor as of the Assignment Effective Date that:
| ● | Assignee is a corporation duly organized, validly existing, and in good standing under the laws of the State of Nevada; | |
| ● | Assignee has full corporate power and authority to enter into this Assignment and perform its obligations hereunder; and | |
| ● | the execution, delivery, and performance of this Assignment have been duly authorized by all necessary corporate action of Assignee. |
5. CONSIDERATION
In consideration of this Assignment and the mutual covenants herein, Assignee agrees to pay or provide to Assignor such consideration as the Parties have separately agreed upon in writing. The Parties acknowledge that good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, underlies this Assignment.
6. GENERAL PROVISIONS
6.1 Binding Effect
This Assignment shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.
6.2 Governing Law
This Assignment shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles, consistent with the governing law applicable to the underlying Purchase Agreement.
6.3 Entire Agreement
This Assignment, together with the Purchase Agreement (incorporated herein by reference), constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior negotiations, representations, warranties, and understandings with respect thereto.
6.4 Further Assurances
Each Party agrees to execute such additional documents and instruments and to take such further actions as may be reasonably necessary or desirable to carry out the purposes and intent of this Assignment.
6.5 Counterparts; Electronic Execution
This Assignment may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Electronic signatures and DocuSign execution shall be deemed valid and binding.
6.6 Severability
If any provision of this Assignment is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.
7. NOTICES
ASSIGNOR:
Carlos X. Montoya, Managing Member
Tall Ship Resource Development LLC
1244 N. Stone St. Unit #3, Chicago, IL 60610
Email:
ASSIGNEE:
I-ON Digital Corp
| /s/ Ken Park | |
Ken Park, Chief Marketing Officer and Director |
Email: ___________________________
8. SIGNATURES
ASSIGNOR – ACCEPTED
Tall Ship Resource Development LLC
| Per: | /s/ Carlos X. Montoya |
Date: | June 1, 2026 |
| Name: | Carlos X. Montoya | ||
| Title: | Managing Member |
ASSIGNEE – ACCEPTED
I-ON Digital Corp
| Per: | /s/ Ken Park | Date: | June 1, 2026 |
| Name: | Ken Park |
||
| Title: | Chief Marketing Officer and Director |
EXHIBIT A
SELLER CONSENT AND ACKNOWLEDGMENT OF ASSIGNMENT
The undersigned, [*********], [*********], and [*********] (collectively, “Seller”), being the Seller under that certain Secured Mineral Property Purchase Agreement dated May 17–18, 2026 (the “Purchase Agreement”), hereby acknowledge and consent to the assignment of all Buyer’s rights and obligations under the Purchase Agreement from Tall Ship Resource Development LLC to I-ON Digital Corp, effective as of the Assignment Effective Date set forth above.
Seller confirms that:
| ● | the Purchase Agreement is in full force and effect; | |
| ● | no default by Buyer exists as of the date of this Consent; and | |
| ● | Seller agrees to recognize I-ON Digital Corp as “Buyer” for all purposes under the Purchase Agreement from and after the Assignment Effective Date. |
[*********]
| Per: | /s/ [*********] |
Date: | June 1, 2026 |
| Name: | [*********], Managing Member |
/s/ [*********] |
Date: | June 1, 2026 | |
| Name: | [*********], Director |
Exhibit 99.1
FOR IMMEDIATE RELEASE
I-ON Digital Corp. Secures Strategic Expansion of U.S. Gold Claims Portfolio Through Binding Acquisition Agreement
Board-Approved Acquisition Fully Financed Through Cash, Seller Finance, Treasury-Held IONau Gold Assets and I-ON Common Stock; Closing and Digitization Targeted for Q3 2026
CHICAGO, IL - June 1, 2026 - I-ON Digital Corp. (OTCQB: IONI) (“I-ON” or the “Company”), a financial technology company focused on the digitization and tokenization of institutional-grade real-world assets (“RWAs”), today announced that it has entered into a binding Purchase and Assumption Agreement to acquire rights to 20 Bureau of Land Management (“BLM”) gold mining claims located in the southwestern United States.
The transaction represents a significant expansion of the Company’s growing gold claims pipeline and advances I-ON’s strategy of building a scalable digital asset infrastructure supported by proven ownership interests in gold-bearing mineral assets. Upon closing, the acquisition is expected to increase the Company’s inventory of onboarding-eligible mineral assets and expand the pool of eligible assets available for future digitization initiatives.
The acquisition is expected to support the Company’s broader strategy of expanding its real-world asset ecosystem through the future development of site-specific mineral processing, recovery, storage, and vaulting capabilities. Management believes these initiatives may enhance the long-term utility of qualifying mineral assets and create additional pathways for reserve monetization, asset digitization, and balance sheet growth.
The Company has secured the funding sources necessary to complete the acquisition, with consideration expected to consist of a strategic combination of cash, Seller Finance, treasury-held IONau, and I-ON common stock, with the initial funding tranche being executed in collaboration with Real Asset Acquisition Corp. (https://raac.io). In addition, the Seller has substantially completed I-ON’s proprietary onboarding, verification, and reserve qualification process prior to the opening of escrow, allowing the transaction to advance through many of its most significant diligence and qualification milestones. While final geological review, reserve validation, claim rights verification, and other customary closing conditions remain outstanding, and no assurance can be given that the claims will ultimately satisfy all onboarding requirements, the Company believes this advanced stage of review reduces execution risk, supports an accelerated path to closing, and strengthens its growing pipeline of digitization-eligible mineral assets. Subject to completion of the remaining verification and closing requirements, I-ON currently expects to complete the acquisition and onboard eligible claims into its digital asset ecosystem during the third quarter of 2026.
Beyond the initial acquisition of rights to 20 claims, the agreement provides I-ON with a joint-venture operating option over additional mineral claims held by the seller, while establishing a structured pathway for future reserve growth without the need to renegotiate mineral rights allocation on a claim-by-claim basis.
“This transaction reflects the continued execution of our long-term strategy to build a scalable pipeline of institutional-quality mineral assets for digitization, deployment, and future financial innovation,” said Carlos Montoya, Chief Executive Officer of I-ON Digital Corp. “By combining a scalable reserve acquisition strategy with a rigorous onboarding and verification framework, we believe I-ON is establishing a differentiated platform for real-world asset digitization. With financing secured and substantial onboarding milestones already achieved, this acquisition represents another step toward expanding our pipeline of digitization-eligible assets, securing individual and institutional relationships, and advancing our greater long-term growth strategy in general.”
Transaction Highlights
| ● | Binding Purchase and Assumption Agreement to acquire rights to 20 Bureau of Land Management (“BLM”) gold mining claims located in the southwestern United States. | |
| ● | Acquisition financed through a combination of cash, Seller Finance, IONau, and I-ON common stock. | |
| ● | I-ON has secured the funding sources necessary to complete the acquisition, subject only to customary due diligence and closing requirements. | |
| ● | Accelerated escrow timeline supported by the Seller’s substantial completion of I-ON’s proprietary onboarding and verification process prior to opening escrow. | |
| ● | Closing and digitization of the acquired claims targeted for the third quarter of 2026. | |
| ● | Joint venture operating option secured on additional seller-controlled mineral claims, creating a structured pathway for future reserve expansion. |
ABOUT I-ON DIGITAL CORP
I-ON Digital Corp. (OTCQB: IONI) is a U.S.-based digital asset infrastructure company focused on real-world-asset tokenization, regulated gold-backed digital instruments, and digital asset banking services. The Company’s platform enables institutions to digitize, tokenize, manage, and distribute physical and in-situ assets within compliant, treasury-grade frameworks.
FOR FURTHER INFORMATION, PLEASE CONTACT:
I-ON Digital Corp.
Investor Relations
Email: [email protected]
Web: www.iondigitalcorp.com
FORWARD-LOOKING STATEMENTS
This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding the anticipated closing, financing, escrow timeline, onboarding, digitization, and joint venture option associated with the BLM claims acquisition, as well as expected timing and benefits of the transaction. These statements are based on current expectations and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially, including, among others, the satisfaction of closing conditions, completion of due diligence, regulatory and title matters, the availability and value of funding sources (including Seller Finance, IONau,and the Company’s common stock), market conditions, and the risks discussed in the Company’s filings with the U.S. Securities and Exchange Commission. Forward-looking statements speak only as of the date hereof, and except as required by law, the Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.