Investment Highlights Shared Commitment to Innovation, Free Speech, and Future Growth

December 20, 2024 – Tether, the largest company in the digital asset industry with more than 350 million users, announced today that it has entered into a definitive agreement to make a strategic investment of $775 million in Rumble (NASDAQ: RUM), a leading video-sharing platform and cloud services provider.

The investment includes a primary commitment of $250 million in cash, with Tether also supporting Rumble’s tender offer for up to 70 million shares at $7.50 per share, reinforcing the platform’s future growth initiatives. The total anticipated investment from Tether will be approximately $775 million or 103,333,333 shares of common stock. Following the completion of the transaction, Chris Pavlovski, Rumble’s Chairman and CEO, will retain a controlling stake in the Company.

Paolo Ardoino, CEO of Tether, stated: “Tether’s investment in Rumble reflects our shared values of decentralization, independence, transparency, and the fundamental right to free expression. In today’s world, legacy media has increasingly eroded trust, creating an opportunity for platforms like Rumble to offer a credible, uncensored alternative. This collaboration aligns with our long-standing commitment to empowering technologies that promote freedom and challenge centralized systems, as demonstrated through our recent collaborations and initiatives. Rumble’s dedication to fostering open communication and innovation makes them an ideal ally as we continue building the infrastructure for a more decentralized, inclusive future. Lastly, beyond our initial shareholder stake, Tether intends to drive towards a meaningful advertising, cloud, and crypto payment solutions relationship with Rumble.”

Chris Pavlovski, Chairman and CEO of Rumble, added: “I could not be more excited about this collaboration with Tether for many reasons. First, many people may not realize the incredibly strong connection between cryptocurrency and free speech communities, rooted in a passion for freedom, transparency, and decentralization. Second, the immediate commitment of adding $250 million in cash to our balance sheet not only confirms the level of support and commitment to a collaboration between our companies, it also fuels our growth initiatives as we continue to move materially toward EBITDA breakeven in 2025. Third, this transaction provides an immediate liquidity event for all of our current shareholders who elect to participate in the tender offer. I truly believe Tether is the perfect partner that can put a rocket pack on the back of Rumble as we prepare for our next phase of growth.”

Transaction Details

• Primary Investment: Tether will purchase 103,333,333 shares of Rumble Class A Common Stock at a price per share of $7.50, totaling $775 million in gross proceeds to the Company. Of this amount, $250 million will be used to support growth initiatives.
• Tender Offer: Rumble will launch a tender offer for up to 70 million shares of Rumble Class A Common Stock at a price per share of $7.50, net to the holder in cash. All holders of Rumble Class A Common Stock will be eligible to participate in the tender offer on the same terms. Certain Rumble stockholders have signed support agreements committing to tender 70 million shares in the aggregate, subject to the same proration and other terms of the tender offer that apply to all Rumble stockholders participating in the tender offer. Chris Pavlovski has committed to tender and will not sell more than 10 million shares in the tender offer.
• Closing Conditions: The completion of the primary investment and the tender offer are subject to the satisfaction of customary closing conditions, including the expiration of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act. Rumble’s existing Board and governance structure, including Chris Pavlovski’s majority voting power, will remain unchanged following the closing of the transaction.
• Timing: The transaction (primary investment and the tender offer) is expected to close in the first quarter of 2025.

Advisors

Cantor Fitzgerald & Co. is acting as placement agent and dealer manager for the transaction. Oppenheimer & Co. is serving as capital markets advisor to Rumble, and Willkie Farr & Gallagher LLP is serving as legal counsel to Rumble. McDermott Will & Emery LLP is serving as legal counsel to Tether. DLA Piper LLP (US) is serving as legal counsel to Cantor Fitzgerald & Co.