BitNile Holdings Contemplates Exchange Offer to Acquire Shares of Its Common Stock

BitNile Holdings, Inc. (NYSE American: NILE), a diversified holding company (“BitNile” or the “Company”), today announced that the Company is considering undertaking an exchange offer (the “Offer”) whereby it would offer debt in the form of notes in exchange for between $50 and $75 million of common stock. If the Company proceeds with the Offer, the Company presently intends to commence the Offer in early 2023 and its terms will be contained in an Offer to Exchange. If the Offer proceeds, the Company intends to apply to list the notes on the NYSE American Exchange. Until such time as the notes are listed on the NYSE American, trading in the notes will occur on the OTC.

The Offer will not be made to any person in any jurisdiction in which either the Offer, or solicitation or sale thereof, is unlawful. Any Offer will be made only by means of the Offer to Exchange. It is anticipated that the Offer will be made pursuant to the exemption from registration requirements of the Securities Act of 1933, as amended, contained in Section 3(a)(9) thereof. Under that exemption, if Common Stock exchanged is freely tradeable, the notes received in exchange therefor will be freely tradeable. If the Common Stock is restricted, the notes will be restricted to the same degree.

The complete terms and conditions of the Offer will be set forth in the Offer to Exchange and related letter of transmittal that will be furnished to holders of Common Stock upon the commencement of the Offer and also filed with the Securities and Exchange Commission on Schedule TO. Prior to making any decision to exchange their shares of Common Stock, stockholders of the Company are strongly encouraged to read the Schedule TO and related exhibits because they will contain important information about the Offer. The Schedule TO and related exhibits will be available without charge at the Securities and Exchange Commission's website at http://www.sec.gov and will be delivered without charge to all stockholders of the Company who so request it.

This press release is for informational purposes only and shall not constitute an offer to sell or exchange nor the solicitation of an offer to acquire the Common Stock or any other securities. Commencement of the proposed Offer is subject to, among other things, completion of all regulatory filings and certain regulatory approvals. Any solicitation of offers to exchange Common Stock for the notes will only be made pursuant to an Offer to Exchange and related materials to be sent by the Company to its stockholders on the commencement of the proposed exchange offer.