Announcing Forward’s Letter of Intent to Brera Holdings PLC (SLMT)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.

THIS IS AN ANNOUNCEMENT UNDER RULE 2.4 OF THE IRISH TAKEOVER PANEL ACT, 1997, TAKEOVER RULES, 2022 (THE “IRISH TAKEOVER RULES”) AND IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE IRISH TAKEOVER RULES. THERE CAN BE NO CERTAINTY THAT ANY FIRM OFFER WILL BE MADE, NOR AS TO THE TERMS ON WHICH ANY SUCH OFFER WILL BE MADE.

AUSTIN, TX, June 09, 2026 (GLOBE NEWSWIRE) -- Forward Industries, Inc. (NASDAQ: FWDI) (“Forward” or “We”) is announcing today that it made an indicative, non-binding proposal to Brera Holdings PLC (“SLMT”) on June 1, 2026 to acquire the entire issued and to be issued share capital of SLMT in an all-stock transaction. Under the proposal, SLMT shareholders would receive 1.54 newly-issued shares of Forward Industries, Inc. common stock for each SLMT share, representing a premium of approximately 30.7% to the volume-weighted average closing price of SLMT’s ordinary shares over the ten trading days ended June 1, 2026, or $7.19 per share. The board of directors of SLMT chose to not engage in discussion with Forward and rejected the proposal on June 6, 2026 on the basis that “it does not consider the Proposal to be in the best interest of the Company”. Forward Industries respectfully disagrees and believes that the proposal is in the best interest of SLMT and – equally as importantly – the shareholders of SLMT, and is disappointed that SLMT has chosen to not engage in dialogue with the Forward team.

Forward believes it is a strong partner and hopes that SLMT is open to further discussion to create an outcome that would create value for SLMT and its shareholders. We believe Forward’s capital structure, its scale as the largest Solana treasury, and its access to capital position it to realise and sustain the value embedded in SLMT more effectively than SLMT could on a standalone basis. Forward’s proposal is structured to deliver SLMT shareholders a meaningful premium to both its current share price and recent trading levels, alongside continued, and Forward believes more liquid, exposure to Solana through Forward shares, backed by a leadership team with a demonstrated track record of execution and the support of leading operators in the digital asset industry, including Galaxy Digital and Jump Crypto.

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