BD MULTIMEDIA: A New 1M EUR Funding Round Dedicated to Bitcoin acquisition

TRACTIAL (formerly BD Multimedia), today announces the completion of a new €1,000,000 funding round with strategic investors.

The full amount of funds raised will be used to acquire Bitcoin.

This transaction is fully aligned with the company's Bitcoin accumulation strategy (BTC Treasury), now at the heart of its growth trajectory.

TRACTIAL has deliberately selected long-term strategic investors who are familiar with the company's operations and are aligned with a sustainable value creation strategy, far from any short-term speculative approach.

BITCOIN HOLDINGS SUMMARY

(current holdings prior to the use of funds from this new round)

As of today, Tractial holds 15.25 BTC in consolidated treasury, following a recent purchase of 0.5 BTC using corporate funds.

• Total Bitcoin Holdings: 15.25 BTC (current holdings prior to the use of funds from this new round)
• Aggregate Average Purchase Price: €80,032 per Bitcoin (approx. $94,262 USD)

In accordance with the General Regulation of the French Financial Markets Authority (AMF), this transaction does not and will not give rise to a prospectus subject to AMF approval.

TERMS AND CONDITIONS OF THE CONVERTIBLE NOTES

On July 7, 2025, the Board of Directors approved the issuance of convertible bonds (the "OCAs") under the authority granted by the Mixed General Meeting of June 25, 2024 (Resolution 9).

This resolution authorized the Board to issue, with waiver of shareholders' pre-emptive subscription rights, securities granting access to the capital, to specific categories of beneficiaries.

The OCA issuance fits within this legal framework and was reserved for a strategic partner, in line with a targeted financing strategy supporting the BTC Treasury initiative, while limiting dilution for existing shareholders.

Issuance terms decided by the Board:

• amount: €1,000,000
• Conversion price: €12 per new share (3 OCAs of €4 each)
  representing a 48.1% premium over the July 7, 2025 closing share price
• Annual interest rate: 0%
• Number of OCAs: 250,000
• Shares to be issued upon full conversion: 83,333
• Maturity: until July 7, 2027, with possible extension if BTC/EUR price remains below acquisition level
• Pre-emptive rights: waived in favor of a strategic partner (as per June 25, 2024 shareholder resolution)

CAPITAL IMPACT

The issuance of 250,000 OCAs convertible into 83,333 new ordinary shares presents a limited dilution scenario.
This €1M raise - fully dedicated to BTC accumulation - preserves value for existing shareholders.

Thanks to the applied conversion premium and capped share creation, the transaction ensures capital preservation for historical investors.

Illustrative breakdown for a shareholder owning 1.00% pre-issuance:

	Before convertible note conversion	After full conversion of 83,333 shares	After full dilution (incl. all BSA/OCA)
Quote-part dans le capital	1,000 %	0,9629 %	0,7205 %

Before conversion: Based on capital as of July 7, 2025, the shareholder owns 1.000%.

After conversion: Full conversion would lower this to 0.9629% - a dilution of only 0.0371 percentage points, thanks to the premium conversion price.

After all potential dilutions: Including all outstanding instruments (warrants, prior OCAs), the shareholder would hold 0.7205% - in line with standard market practices and reflecting a tightly controlled dilution framework.

Ce scénario maximal de dilution reste conforme aux pratiques de marché et témoigne d'un encadrement strict des effets dilutifs dans l'intérêt des actionnaires historiques.

LEGAL FRAMEWORK FOR THE ISSUE - CANCELLATION OF THE PRE-EMPTIVE RIGHTS

In accordance with the authorization granted by the Extraordinary General Meeting of June 25, 2024, the Board of Directors has decided to issue bonds convertible into shares without pre-emptive subscription rights, for the benefit of a strategic partner.

The aim of this operation is to facilitate a rapid capital raising, within the framework of a strategic partnership, while ensuring total transparency on the terms of conversion and the associated dilution.

The waiver of pre-emptive rights was deemed to be in line with the company's corporate interests, in that it would enable targeted strengthening of the financial structure and the financing of a differentiating strategy (BTC Treasury), without immediate recourse to a dilutive capital raising open to the market.

ABOUT BD MULTIMEDIA :
BD Multimedia is a French company listed on Euronext Growth Paris (ISIN code: FR0000035305 - ALBDM).
The first player to simultaneously hold ACPR approval as a payment institution and PSAN status for crypto-assets, it offers innovative Fintech-as-a-Service (FaaS) solutions and is committed to making its cash an engine for growth via a progressive allocation to Bitcoin.
GROUP COMPANIES :

• The parent company obtained Payment Establishment approval from the French regulator (ACPR) in 2015. Since 2023, the company has also been authorized to manage crypto-assets on behalf of third parties (wallet management, crypto exchange, etc.) thanks to its PSAN (digital asset service provider) status obtained from the AMF.

• The BD MULTIMEDIA HK LTD subsidiary publishes software solutions dedicated to payment services.

• Our subsidiary METACOLLECTOR is a platform for integrating old public domain art into the world of NFTs. These NFTs can then be viewed in the metaverse and exchanged between collectors.

• The UNIQUIRE subsidiary is responsible for the Group's Curated Fine Art NFTs platform project.

• Subsidiary OLYMPUS GAME is developing a "Play to Earn" game with a blockchain-based economy centered on the $OLYMP token and in-game NFTs.

• The PAYCOM subsidiary publishes ToneoFirst prepaid Mastercard cards, which are distributed to tobacconists throughout France.

• The CAPLA subsidiary is in charge of the fractional real estate project.

BD Multimédia is listed on Euronext Growth (ISIN code: FR0000035305 / ALBDM).

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https://www.actusnews.com/documents_communiques/ACTUS-0-92956-bd-multimedia_tractial_2025-07-10_ven_a-new_1meur_funding-round-_dedicated_to_bitcoin_acquisition.pdf
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