• Hearing scheduled for February 29, 2024
• Delisting stayed pending the ruling from the hearings panel

RiskOn International, Inc. (Nasdaq: ROI) (“RiskOn,” or the “Company”), today announced that it filed an appeal to the Delisting Letter (“Letter”) received on December 1, 2023 from the Listing Qualifications Staff (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”). As previously reported, on July 18, 2023, the Staff notified the Company that it did not satisfy the continued listing requirement under Nasdaq Listing Rule 5550(b)(1) (the “Equity Rule”) which requires that a listed company’s stockholders’ equity be at least $2.5 million.

The Company submitted a plan of compliance to Nasdaq to regain compliance with the Equity Rule the (“Compliance Plan”), which the Company subsequently revised, detailing the actions the Company would take to regain compliance with the Equity Rule. On December 1, 2023, the Listing Qualifications Department of Nasdaq (“Staff”) notified the Company that it had rejected the Company’s Compliance Plan and would delist the Company’s common stock from the Nasdaq Capital Market.

On December 8, 2023, the Company requested a hearing (the “Hearing”) before the Nasdaq Listing Qualifications Panel (“Panel”) to appeal the determination by the Staff. The Hearing has been scheduled for February 29, 2024. At the Hearing, the Company must demonstrate its ability to regain compliance with the Equity Rule, as well as its ability to sustain long-term compliance with all applicable maintenance criteria.

The Hearing request stays the suspension of the Company’s common stock and the filing of the Form 25-NSE pending the Panel’s decision, and the Company’s common stock will continue to trade on the Nasdaq Capital Market under the symbol “ROI.” There can be no assurance as to the success or outcome of the appeal to the Panel.

CEO Randy May stated, “We are confident in our plan to regain compliance with the Equity Rule, as well as our ability to maintain such compliance with Nasdaq’s listing rules on a long-term basis, which we will present to the Panel at the Hearing.”

About RiskOn International, Inc.

Founded in 2011, the Company owns 100% of BitNile.com, Inc., including the BitNile.com metaverse platform (the “Platform”). The Platform, which went live to the public on March 1, 2023, allows users to engage with a new social networking community and purchase both digital and physical products while playing 3D immersive games. RiskOn recently formed GuyCare to open specialized men’s healthcare clinics. In addition, the Company also owns approximately 66% of Wolf Energy Services Inc. (OTCQB: WOEN) indirectly and approximately 70% of White River Energy Corp (OTCQB: WTRV) directly.

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. These forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions, and include words such as “believes,” “plans,” “anticipates,” “projects,” “estimates,” “expects,” “intends,” “strategy,” “future,” “opportunity,” “may,” “will,” “should,” “could,” “potential,” or similar expressions. Statements that are not historical facts are forward-looking statements. Forward-looking statements are based on current beliefs and assumptions that are subject to risks and uncertainties. Forward-looking statements speak only as of the date they are made, and RiskOn International will not undertake any obligation to update any of these statements publicly in light of new information or future events. Actual results could differ materially from those contained in any forward-looking statement as a result of various factors. In addition to risks relating to the acceptance of the Platform by individuals, competition with much larger companies operating metaverses and RiskOn International’s ability to raise capital, investors should review risk factors, that could affect RiskOn International’s business and financial results which are included in RiskOn International’s filings with the U.S. Securities and Exchange Commission, including, but not limited to, Forms 10-K, 10-Q and 8-K. All such filings are available at www.sec.gov and on the Company’s website at www.riskonint.com.

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