\nKingsway Capital Partners Limited (together with its affiliates, \u201cKingsway\u201d), which manages funds that together have an approximately 22% economic interest in TON Strategy Company (\u201cTON Strategy\u201d or the \u201cCompany\u201d) (Nasdaq: TONX), today announced that it wrote a letter to the TON Strategy Board of Directors.<\/p>\n
\nThe letter expresses multiple concerns, including, most notably, the limited share repurchases undertaken by the Company over the past year. Kingsway and its Founder and Chief Executive Officer, Manuel Stotz (\u201cMr. Stotz\u201d), who also serves as Executive Chairman of TON Strategy, continue to believe that the Company should be aggressively repurchasing shares given the current stock valuation. The letter also expresses a preference for a Board that ismore aligned with shareholders.<\/p>\n
\nAs part of their ordinary-course discussions with the Board, Kingsway and Mr. Stotz have attempted over the past year to address concerns regarding the Company\u2019s valuation and certain decisions. Unfortunately, those efforts have largely been met with little or no substantive engagement from certain members of the Board.<\/p>\n
\nKingsway\u2019s preferred approach remains constructive engagement with the Board to reach a timely resolution that serves the best interests of the Company\u2019s shareholders.<\/p>\n
\nThe full text of the letter is included below:<\/p>\n
\nOctober 27, 2026<\/p>\n
\nBoard of Directors
\n
TON Strategy Company
\n
2300 W. Sahara Avenue, Suite 800
\n
Las Vegas, Nevada 89102<\/p>\n
\nDear Members of the Board of Directors of TON Strategy Company,<\/p>\n
\nTON Strategy Company (\u201cTON Strategy\u201d or the \u201cCompany\u201d) was built around a compelling vision: to provide investors with a differentiated means of participating in the growth of The Open Network (\u201cTON\u201d) ecosystem while establishing the leading publicly traded treasury reserve focused on Gram. TON\u2019s integration with Telegram, its global reach and the ecosystem\u2019s expanding range of use cases create an attractive environment for the growth of TON Strategy and its ability to drive significant and lasting value for shareholders.<\/p>\n
\nAs you know, Kingsway Capital Partners Limited (\u201cKingsway\u201d or \u201cwe\u201d), through the funds we manage, is TON Strategy\u2019s largest shareholder, owning approximately 22% of outstanding shares. We have not sold a single share since the Company\u2019s private placement transaction last year. Our position in TON Strategy reflects our confidence in the business\u2019s potential and its vision for a globally scaled, open financial network powered by blockchain infrastructure.<\/p>\n
\nOur deep conviction in the long-term value of the business is why we are so disappointed by the Company\u2019s current valuation and recent performance, and, more importantly, the Board\u2019s response to these issues.<\/p>\n
\nTON Strategy currently trades at a 44% discount to Estimated Treasury Asset Value Per Share.1<\/sup> In our view, trading at such a discount is not acceptable, especially in light of the limited share repurchases undertaken to date. Kingsway has advocated for an aggressive repurchase program since the earliest days of its relationship with the Company. TON Strategy itself explained the rationale for this approach when announcing its share repurchase authorization in 2025. As the Company stated, repurchases are intended to grow net asset value per share.2<\/sup> Each share retired at a price below its underlying asset value increases the Estimated Treasury Asset Value Per Share attributable to every share that remains outstanding, pro rata.<\/p>\n \nTo be clear, over the past year:<\/p>\n \nWhy, then, have share repurchases not been pursued more aggressively? Why is the Board not being proactive while its stock trades at such a significant discount? And why has the Board not engaged more substantively on this matter?<\/p>\n \nManuel Stotz has attempted to collaborate with the Board on these issues and others.<\/p>\n \nAs TON Strategy\u2019s largest shareholder, we do not believe the Board is doing enough to promote shareholder value. We believe the path to maximizing shareholder value includes larger and more immediate repurchases, overseen by a Board that is more aligned with shareholders. We trust other shareholders share this view.<\/p>\n \nOur sincere hope, with this letter, is that you will recognize that meaningful change is needed to improve performance and will collaborate with us to reach a resolution in the best interest of all shareholders.<\/p>\n \nThe Company can, and should, do better for its shareholders. Let us work together to fulfill that potential.<\/p>\n \nSincerely,<\/p>\n \nManuel Stotz and the Kingsway Team<\/p>\n Forward-Looking<\/span> Statements \nForward-looking statements are based on Kingsway\u2019s and Mr. Stotz\u2019s current expectations, assumptions, estimates and beliefs. Kingsway and Mr. Stotz believe these are reasonable, but they are inherently uncertain and subject to risks, many beyond Kingsway\u2019s and Mr. Stotz\u2019s control. Actual events or results may differ materially from those expressed or implied. Relevant factors include, without limitation: (i) whether, and to what extent, the Board or TON Strategy repurchases shares or otherwise responds to the letter; (ii) TON Strategy\u2019s liquidity and capital resources, and any legal or contractual limits on repurchases; (iii) volatility in the price and liquidity of Gram and other digital assets, and regulatory developments affecting digital assets; (iv) the methodology, inputs and accuracy of the Estimated Treasury Asset Value Per Share; (v) whether any repurchases would narrow the discount or increase net asset value per share; and (vi) general market and economic conditions.<\/p>\n \nThere can be no assurance that the Board will engage with Kingsway and Mr. Stotz, that any repurchase program will be adopted or expanded, or that any of the outcomes Kingsway and Mr. Stotz believe would benefit shareholders will be achieved.<\/p>\n \nThe views expressed herein are as of the date of this release and may change at any time. They are not investment advice and are not a recommendation to buy or sell any security. Kingsway, Mr. Stotz, Kingsway\u2019s affiliates and the funds Kingsway manages may buy, sell or otherwise change their positions in TON Strategy securities at any time, and Kingsway and Mr. Stotz reserve the right to change their views. Except as required by law, Kingsway and Mr. Stotz undertake no obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.<\/p>\n\n
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<\/span><\/b>This press release, including the letter set forth above, contains \u201cforward-looking statements\u201d 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. Forward-looking statements are statements that do not relate strictly to historical or current facts. They include statements regarding Kingsway\u2019s and Mr. Stotz\u2019s beliefs, views and expectations concerning TON Strategy, including its valuation, the Estimated Treasury Asset Value Per Share and the discount to it at which TON Strategy\u2019s shares trade, the potential effect of share repurchases on net asset value per share or the trading price of TON Strategy\u2019s shares, the composition, alignment and responsiveness of the Board, and Kingsway\u2019s and Mr. Stotz\u2019s intentions regarding their engagement with the Board and their investment in TON Strategy. Words such as \u201cbelieve,\u201d \u201cexpect,\u201d \u201canticipate,\u201d \u201cintend,\u201d \u201cplan,\u201d \u201cseek,\u201d \u201chope,\u201d \u201cshould,\u201d \u201ccould,\u201d \u201cmay,\u201d \u201cwill,\u201d \u201cwould\u201d and similar expressions identify forward-looking statements, although not all forward-looking statements contain these words.<\/p>\n