Convertible Loan - Yield Results – Issue of Equity

B HODL PLC

04 December 2025

 

4th December 2025

B HODL Plc

("B HODL" or the "Company")

Convertible Loan - November Yield Results - Issue of Equity

B HODL Plc (AQSE: HODL), the first British company founded for Bitcoin accumulation and revenue generation from the Bitcoin in its treasury, is pleased to announce that it has entered into two unsecured, zero-coupon Bitcoin-denominated Convertible Loan Agreements (the "Convertible Loan Agreements"), one with Adam Back and one with CoinCorner Limited (together, the "Lenders").

The Convertible Loan Agreements are made on identical terms and together represent a combined principal amount of 2.1 Bitcoin (BTC).

Each Convertible Loan Agreement has a three-year term and carries no interest. Under the terms of the agreements, each Lender may convert its loan at any time during the term into fully paid ordinary shares each at a conversion price of 11.55 pence per share, representing a 5 percent premium to the reference share price.

The Company may request conversion following the date falling six months after execution, but only if conversion call conditions are satisfied. These conditions require, among other things, that the Company's share price has closed at least 50 percent above the reference share price for ten consecutive trading days.

Upon any conversion, the relevant loan will be satisfied by the issue of new ordinary shares which will be fully paid and rank pari passu with the Company's existing ordinary shares. If a loan is not converted prior to or at maturity, it shall be repaid in Bitcoin. The purpose of the Convertible Loan Agreements is to strengthen the Company's Bitcoin treasury and support its revenue-generating activities.

Under Rule 4.9 of the AQSE Access Rulebook, the Convertible Loan Agreements constitute a Related Party Transaction due to Adam Back and CoinCorner Limited being substantial shareholders of the Company. The Independent Directors of B HODL PLC, being David Jaques, Russell Allen Farrington and Frederick New, consider that, having exercised reasonable care, skill and diligence, the terms of the Convertible Loan Agreements are fair and reasonable so far as the shareholders of the Company are concerned.

Freddie New, CEO of B HODL Plc, said:

"Creating new and innovative financial products to increase Bitcoin per share for our shareholders is a crucial part of our long term strategy at B HODL and we're delighted to announce the launch of the first such product."

Danny Scott, CEO of CoinCorner, commented:

"CoinCorner is excited to participate in B HODL's first Bitcoin convertible note as the Company continues to build strong foundations. CoinCorner remains committed to supporting the growth of B HODL over the long term."

November Yield Performance

Over the 30 days in November, the Company has generated a further 0.072 BTC (equivalent to £4,915 as of midnight on 30th November 2025) from its active yield-generating activities, lowering the Company's average Bitcoin purchase price and increasing sats per share.

Company Bitcoin holdings after convertible and additional yield revenue:

●     Total Bitcoin held: 157.211 BTC

●     Sats per share: 112.16 (previously 110.66 as of 3rd December 2025)

Issue of Equity - Conversion of Service Fees

The Company further announces that a professional services provider has elected to convert fees under a commercial contract into equity at a price of 14 pence per share. Accordingly, the Company will issue 100,000 new ordinary shares (the "New Ordinary Shares"). Application will be made for the New Ordinary Shares to be admitted to trading on the Access segment of the AQSE Growth Market. Admission is expected to take place on or around 9 December 2025.

Total Voting Rights

Following admission of the 100,000 New Ordinary Shares, the Company will have in issue 140,166,091 ordinary shares of £0.01 each, which will also represent the total number of voting rights in the Company. This figure may be used by shareholders as the denominator for the purposes of the Company's obligations under the FCA Disclosure and Transparency Rules.

For further information, please contact:

B HODL

Freddie New, Chief Executive

Danny Scott, Chief Bitcoin Officer

Communications Team                                                                  [e-mail]

Canaccord Genuity (Broker)

Stuart Andrews                                                                                                [phone]

George Grainger

AlbR Capital Limited (Joint Broker)                                         [phone]

Jon Belliss                                                                                            [e-mail]

Colin Rowbury                                                                                   [e-mail]

Gavin Burnell                                                                                     [e-mail]

First Sentinel (AQSE Corporate Adviser)                                               [phone]

Paul Shackleton                                                                                                [e-mail]

Beatriz Iribarren                                                                               [e-mail]

About B HODL

B HODL is the first UK-listed company founded for Bitcoin accumulation and revenue generation. The Company operates a treasury-led strategy, deploying its Bitcoin holdings to power the Lightning

Network and generate sustainable revenues from routing fees and liquidity provision. With a world- class team and a Bitcoin-only focus, B HODL aims to become the leading British Bitcoin company, giving investors transparent exposure to the growth of Bitcoin as both a strategic asset and a global financial standard.

Important Notice

The Company intends to hold treasury reserves and surplus cash in Bitcoin. This is a type of cryptocurrency or cryptoassets. Whilst the Board of Directors of the Company considers holding cryptocurrencies to be in the best interests of the Company, the Board remains aware that the financial regulator in the UK (the Financial Conduct Authority or FCA) considers investment in cryptocurrencies to be high risk. At the outset, it is important to note that an investment in the Company is not an investment in cryptocurrencies, either directly or by proxy and shareholders will have no direct access to the Company's holdings. However, the Board of Directors consider cryptocurrencies to be an appropriate store of value and potential growth and therefore appropriate for the Company's reserves. Accordingly, the Company is and intends to continue to be materially exposed to cryptocurrencies. Such an approach is innovative, and the Board of Directors wish to be clear and transparent with prospective and actual investors in the Company on the Company's position in this regard.

The Company is neither authorised nor regulated by the FCA, and the purchase of certain cryptocurrencies are generally unregulated in the UK. As with most other investments, the value of cryptocurrencies can go down as well as up, and therefore the value of the Company's cryptocurrencies holdings can fluctuate. The Company may not be able to realise its cryptocurrencies holdings for the same as it paid to acquire them or even for the value the Company currently ascribes to its cryptocurrencies positions due to market movements. Neither the Company nor investors in the Company's shares are protected by the UK's Financial Ombudsman Service or the Financial Services Compensation Scheme.

Nevertheless, the Board has taken the decision to invest in cryptocurrencies, and in doing so is mindful of the special risks cryptocurrencies present to the Company's financial position. These risks include (but are not limited to): (i) the value of cryptocurrencies can be highly volatile, with value dropping as quickly as it can rise. Investors in cryptocurrencies must be prepared to lose all money invested in cryptocurrencies; (ii) the cryptocurrencies market is largely unregulated. There is a risk of losing money due to risks such as cyber-attacks, financial crime and counterparty failure; (iii) the Company may not be able to sell its cryptocurrencies at will. The ability to sell cryptocurrencies depends on various factors, including the supply and demand in the market at the relevant time. Operational failings such as technology outages, cyber-attacks and comingling of funds could cause unwanted delay; and (iv) cryptoassets are characterised in some quarters by high degrees of fraud, money laundering and financial crime. In addition, there is a perception in some quarters that cyber- attacks are prominent which can lead to theft of holdings or ransom demands.

 

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