Stack BTC Plc - Equity Fundraising

Stack BTC Plc - Equity Fundraising

PR Newswire

LONDON, United Kingdom, March 18

This announcement contains inside information as stipulated under the UK version of the Market Abuse Regulation No 596/2014 which is part of English law by virtue of the European (Withdrawal) Act 2018, as amended. On publication of this announcement via a regulatory information service, this information is considered to be in the public domain.

Stack BTC Plc (STAK)

Placing and Subscription to Raise £1,800,700

Launch of WRAP Retail Offer

Appointment of AlbR Capital as Joint Corporate Broker

Further Investment from Nigel Farage

Stack BTC Plc ("Stack" or the "Company"), the UK-based company focused on building a portfolio of high-quality, cash-generative businesses, alongside a Bitcoin treasury, is pleased to announce that it has raised GBP £1,579,400 gross via AlbR Capital Limited ("AlbR"), through a placing of 15,794,000 new ordinary shares ("Placing Shares") at a price of 10 pence per share ("Placing") and raised £221,300 via a Company subscription through 2,213,000 new ordinary shares ("Subscription Shares"), at a price of 10 pence per share ("Subscription").

The Company is also pleased to announce that AlbR has been formally appointed as Joint Corporate Broker, with immediate effect.

The Company is also pleased to note that Nigel Farage has agreed to invest a further £60,650 through the Subscription. This is further to the announcement of 9 March 2026, whereby Mr. Farage invested as part of the strategic investment.

The following directors participated in the fundraising as follows:

Name	Number of Ordinary Shares Acquired in the Subscription	Amount (£)
Paul Withers	606,500	£60,650

The net proceeds will be utilised to commence the Company's M&A strategy, buy further Bitcoin to advance the Bitcoin treasury strategy and build a portfolio of high-quality, cash-generative businesses.

The Company also intends to launch a retail offer to new and existing shareholders on the same terms as the Placing and the Subscription, through the Winterflood Retail Access Platform (the "WRAP Retail Offer"). A further announcement will be made by the Company shortly regarding the WRAP Retail Offer and its terms and conditions.

The Placing and Subscription is conditional, inter alia, on the admission of the Placing Shares and the Subscription Shares to trading on the Aquis Growth Market ("Admission") and it is expected that Admission will take place on 24 March 2026. The Placing Shares and Subscription Shares will rank pari passuin all regards with the existing shares of the Company.

Holdings in the Company

The resultant disclosable shareholdings in the Company following Admission will be, to the best of the Company's knowledge, as follows:

Name	Shareholding	Percentage of Shareholding
Paul Withers * (1)	20,506,500	23.81
Melisa Lawton *	4,300,000	4.99
Nigel Farage (2)	4,906,500	5.70
Kwasi Kwarteng * (3)	3,700,000	4.30
Jai Patel * (4)	3,250,000	3.77
Daniel Howe	2,900,000	3.37
David Galan *	1,600,000	1.86
Brendan Kearns *	750,000	0.87

* Director of the Company

(1) Beneficial ownership includes 2,400,000 ordinary shares held by Kristy Jasper, the partner of Paul Withers.

(2) Shares held by Thorn In The Side Ltd, of which Nigel Farage is the 100% shareholder.

(3) Beneficial ownership includes 600,000 ordinary shares held by Harriet Kwarteng, the wife of Kwasi Kwarteng.

(4) Beneficial ownership includes 1,000,000 ordinary shares held by Kash & Sons Ltd, of which Jai Patel is a significant shareholder.

Concert Party

As previously stated, a Concert Party existed comprising Paul Withers, Daniel Howe, Kwasi Kwarteng, Jai Patel, Brendan Kearns, and Sam Daughtry, collectively holding 45.21% of the Company's share capital. Following Admission of the New Ordinary Shares, the Concert Party's aggregate shareholding will be reduced to 36.46% of the Company's issued share capital.

Kwasi Kwarteng, Executive Chairman of Stack commented:

"I am delighted to announce the successful completion of the Placing and Subscription. The strong level of investor support is a clear vote of confidence in our strategy, our team, M&A strategic vision and Bitcoin treasury model."

Pursuant to the engagement of AlbR, 300,000 new Ordinary Shares will be issued to AlbR at 10 pence per share, in respect of its annual retainer for the next 12 months ("Retainer Shares"). The Retainer Shares will be locked-in for 6 months from issue. AlbR will also be granted 473,820 warrants over 473,820 Ordinary Shares of the Company, valid for a period of 12 months from the date of grant, and exercisable at 10 pence per share.

Total Voting Rights

The Placing Shares, Subscription Shares and Retainer Shares will rank paripassuwith the existing ordinary shares of £0.01 each ("Ordinary Shares") in all respects. Application will be made for the Placing Shares, Subscription Shares and the Retainer Shares to be admitted to trading on the Aquis Growth Market and Admission is expected to occur on 24 March 2026.

Following Admission, the Company will have 86,137,000 Ordinary Shares in issue, each with one voting right. The Company does not hold any shares in treasury and therefore the total number of voting rights in the Company will be 86,137,000.

Further information on the Company is available at https://www.stackbitcoin.co.uk/.

For further information please contact:

Stack BTC Plc Jai Patel Chief Executive Officer	[e-mail]
VSA Capital Limited (AQSE Corporate Adviser and Broker) Andrew Raca Sam Gurung	[phone] [e-mail]
Yellow Jersey PR Charles Goodwin	[phone] [e-mail]
AlbR Capital Limited (Corporate Broker) Lucy Williams / Duncan Vasey	Tel: [phone]

Appendix: Notification And Public Disclosure Of Transactions By Persons Discharging Managerial Responsibilities And Persons Closely Associated With Them

1.

Details of the person discharging managerial responsibilities/person closely associated

a)

Name:

Paul Withers

2.

Reason for the notification

a)

Position/status:

Executive Director

b)

Initial notification/Amendment:

Initial notification

3.

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name:

Stack BTC Plc

b)

LEI:

984500556C45AE388547

4.

Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted

a)

Description of the financial instrument, type of instrument:

Identification code:

Ordinary Shares of 0.01 pence each

GB00BSMKZ421

b)

Nature of the transaction:

Subscription for Ordinary Shares

c)

Price(s) and volume(s):

Price(s)	Volume(s)
10 pence	606,500

d)

Aggregated information:

Aggregated volume:

Price:

N/A - single transaction

e)

Date of the transaction:

17 March 2026

f)

Place of the transaction:

Outside a trading venue

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