Kingsway Capital Writes Letter To TON Strategy’s Board Of Directors

Dear Members of the Board of Directors of TON Strategy Company,

TON Strategy Company ("TON Strategy" or the "Company") was built around a compelling vision: to provide investors with a differentiated means of participating in the growth of The Open Network ("TON") ecosystem while establishing the leading publicly traded treasury reserve focused on Gram. TON’s integration with Telegram, its global reach and the ecosystem’s 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.

As you know, Kingsway Capital Partners Limited ("Kingsway" or "we"), through the funds we manage, is TON Strategy’s largest shareholder, owning approximately 22% of outstanding shares. We have not sold a single share since the Company’s private placement transaction last year. Our position in TON Strategy reflects our confidence in the business’s potential and its vision for a globally scaled, open financial network powered by blockchain infrastructure.

Our deep conviction in the long-term value of the business is why we are so disappointed by the Company’s current valuation and recent performance, and, more importantly, the Board’s response to these issues.

TON Strategy currently trades at a 44% discount to Estimated Treasury Asset Value Per Share.1 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 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.

To be clear, over the past year:

• The Company’s largest shareholder has been advocating for larger share repurchases;
• The Board’s Executive Chairman has been advocating for larger share repurchases in Board discussions; and
• The Company’s own public statements have noted that repurchases are intended to grow net asset value per share.

Why, 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?

Manuel Stotz has attempted to collaborate with the Board on these issues and others.

As TON Strategy’s 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.

Our 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.

The Company can, and should, do better for its shareholders. Let us work together to fulfill that potential.

Sincerely,

Manuel Stotz and the Kingsway Team