DJ Hot Rocks Investments plc: Agreement to acquire 500,000 WeShop Holdings Limited Class A Ordinary Shares
Hot Rocks Investments plc (HRIP)
Hot Rocks Investments plc: Agreement to acquire 500,000 WeShop Holdings Limited Class A Ordinary Shares
04-Dec-2025 / 09:14 GMT/BST
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4 December 2025
HOT ROCKS INVESTMENTS PLC
(the "Company" or "Hot Rocks")
Acquisition of 500,000 WeShop Holdings Limited shares (NASDAQ:WSHP)
Issue of Equity
Highlights:
-- The Company has agreed to acquire a further 500,000 WeShop Holdings Limited ("WeShop") Class A ordinary shares
("WeShop Shares")
-- The Company already held 37,500 WeShop Shares
-- The Company will have an interest in 537,500 WeShop Shares
-- WeShop Shares trade on NASDAQ under ticker WSHP
WeShop is a pioneering social commerce platform allowing users to shop from hundreds of top retailers whilst also
allowing its community to recommend products and services with the potential to earn ownership in the business. Further
information on WeShop can be found at www.we.shop.
Uniquely, WeShop has deposited over 50% of its shares into a trust to be distributed to shoppers and, subsequent to its
listing on Nasdaq, has now launched its app in the US market. In the UK, WeShop already partners with major retailers
such as John Lewis, eBay, Selfridges, British Airways, Temu and Shein offering access to thousands of brands and over
1.2 billion products.
WeShop shares debuted on the NASDAQ capital market on Friday 14th November 2025.
Gavin Burnell, Managing Director of the Company said,
"Having closely followed the excellent progress demonstrated by WeShop with its operations and with its listing on
NASDAQ, testament to the quality of the Board, Management Team and its Advisers, we are very pleased to be part of the
WeShop story. WeShop could revolutionise shopping globally and 537,500 WeShop Shares is a significant position.
Hot Rocks maintains low overheads, has substantial positions relative to market value and has a net cash position.
In a short period of time the WeShop stock has traded up significantly with numerous press articles including
references and comparisons to certain 'Magnificent 7' stocks - but with a new, disruptive and rewarding business model
that gives back to the users and now functioning in a regulated environment through its direct listing on Nasdaq.
Publicity already enjoyed by the company demonstrates substantial support for both the individuals and the concept.
Hot Rocks supports the retail revolution."
Terms of the acquisition
The Company has agreed to issue 99,000,000 new ordinary shares of the Company ("Consideration Shares") to the Vendor
(defined below) who will own 29.9% of the Company.
In addition, the Vendor has been issued with 173,142,451 warrants over new ordinary shares of the Company exercisable
at 1.2p per share with a 5 year life (the "Warrants").
The Vendor will also be issued with performance warrants over the following new Ordinary Shares of the Company with the
following significant valuation performance hurdles (the "Performance Warrants"):
Number of Performance Exercise price Performance Hurdle
Warrants
101,478,975 1.2p WeShop Share price exceeds USD213.34 and the market value of WeShop exceeds
USD5,000,000,000.
182,053,280 1.2p WeShop Share price exceeds USD426.67 and the market value of WeShop exceeds
USD10,000,000,000.
Warrants or Performance Warrants may only be exercisable if to do so would mean the Vendor's shareholding in aggregate does not exceed a 29.9% interest in the Company. In the event that the Vendor's aggregate shareholding would exceed 29.9% of the Company, then the Vendor will not be entitled to exercise any Warrants or Performance Warrants that it may receive under the terms of their agreement with Hot Rocks unless and until such shareholding falls below that level. Under the terms of the Warrants and Performance Warrants, Hot Rocks is entitled to decline to issue any new ordinary shares on the purported exercise of such Warrants or Performance Warrants if that exercise would mean that the Vendor's aggregate shareholding exceeds 29.9% of the Company.
Sidney PTC Limited ("Vendor") has agreed to transfer 500,000 WeShop Shares to the Company upon and conditional on expiry of WeShop's lock-in period in compliance with the sale and purchase restrictions contained in WeShop's memorandum and articles of association.
For the avoidance of doubt, Hot Rocks' future interest in WeShop may be diluted if it does not participate in any future fundraising or share issue that WeShop may undertake.
Fee Shares
The Company has agreed to issue 4,200,000 new ordinary shares at 1.5p per share in lieu of transaction fees otherwise payable by the Company ("Fee Shares").
Admission
Application will be made for the total of 103,200,000 Consideration Shares and Fee Shares to be admitted to trading on the Aquis Stock Exchange AQSE Growth Market ("Admission"). Admission is expected to occur at 8:00 am on or around 10 December 2025. The new Ordinary Shares will rank pari passu with the existing Ordinary Shares.
Total Voting Rights
Following Admission, the Company's enlarged share capital will comprise 347,841,110 Ordinary Shares of 0.1 pence each. Therefore, the total number of voting rights in the Company will be 347,841,110. This figure may be used by shareholders as the denominator for calculations by which they will determine if they are required to notify their interest in the Company, or a change to their interest in the Company, under the Financial Conduct Authority's Disclosure Guidance and Transparency Rules.
The Company holds equity and / or warrant positions in the following entities:
Astrid Intelligence plc
Bolt Metals Corp
B.Hodl Plc
Electrum Discovery Corp
Elephant Oil Corp
Endor Group Limited t/a Universe Money
Hamak Gold Ltd
Laiva Gold Inc
Mafula Energy Limited
Mendell Helium plc
Minergy Limited
Mosi Copper Limited
Orcadian Energy Plc
Oregen Energy Corp
Oscillate plc
Parent Capital Corp
Pilar Gold Inc
Prospectiva Resources Limited
Rift Resources Limited
Sunshine Gold Capital Pty Ltd
Supernova Digital Assets plc
T5 Oil & Gas Ltd
Tap Global Group plc
The Smarter Web Company Plc
Trigon Metals Inc
Tucano Gold Inc
Unicorn Mineral Resources plc
WeShop Holdings Limited
For further details please contact:
Hot Rocks Investments plc
Gavin Burnell Tel: 0207 2644 546
Optiva Securities Limited
Vishal Balasingham Tel: 0203 981 4174
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Dissemination of a Regulatory Announcement that contains inside information in accordance with the Market Abuse Regulation (MAR), transmitted by EQS Group. The issuer is solely responsible for the content of this announcement.
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ISIN: GB00B1WV3198 Category Code: AGR TIDM: HRIP LEI Code: 213800JNSRPMZVREEO51 Sequence No.: 410381 EQS News ID: 2240426 End of Announcement EQS News Service =------------------------------------------------------------------------------------
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(END) Dow Jones Newswires
December 04, 2025 04:14 ET (09:14 GMT)