Proposed £30m ATM facility & £5m CLN Issuance
Summary by AI BETAClose X
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN OR INTO AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, THE UNITED STATES, ANY TERRITORY OR POSSESSION THEREOF OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
15 October 2025
Hamak Strategy Limited
("Hamak" or the "Company")
Proposed £30 million ATM facility and
£5 million Convertible Loan Note Issuance
Hamak Strategy Ltd. (LSE: HAMA / OTCQB: HASTF), a company combining traditional gold exploration in Africa with a Digital Asset Treasury Management strategy, is pleased to announce it has signed a funding package for a £5 million Convertible Loan Note ("CLN") with YA II PN, Ltd ("YA"), an institutional investor managed by Yorkville Advisors Global (the "Yorkville Group") which also includes a proposed At The Market ("ATM") facility with its corporate broker AlbR Capital of up to £30 million.
Chairman Nick Thurlow commented: "We have been approached by a multitude of parties offering various funding opportunities over the past few months. The Yorkville Group and ATM deal stood out as a win for both the Company and our investors as it provides Hamak with funding flexibility for us to pursue our strategy on a managed basis.
"We look forward to a long partnership with the Yorkville Group and believe that it can further assist us in the US and with the activation of our OTC strategy.
"We will also announce further material developments in regard to our Treasury policy shortly, where the market will be able to see our commitment to our dual gold/bitcoin strategy to grow shareholder value."
Convertible Loan Note ("CLN")
The principal amount of the CLN is £5 million which will be drawn down, net of fees.
The CLN is conditional inter alia on certain conditions precedent ("Conditions Precedent"), which shall be satisfied within 30 days, including:
(i) the passing of a shareholder resolution ("Waiver Resolution") to be proposed at a general meeting of the Company to be held on 3 November 2025 at 11.30 ("General Meeting") to waive all and any pre-emption rights in respect of the issue of (a) shares to cover repayment should YA exercise its conversion rights and (b) any shares to be issued pursuant to the ATM;
(ii) the establishment of certain security arrangements to support the CLN; and
(iii) the execution of the ATM.
The CLN can be converted into new Hamak shares by YA at a 20% premium to the lower of:
(i) the Closing Price of the Shares at the end of the trading day immediately prior to the Completion Date (being the date on which all conditions precedent to drawdown of the funds are met); and
(ii) the average of the VWAP over the five trading days ended on the trading day immediately preceding the Completion Date.
Repayment of the loan will be amortised at a rate of £500,000 (plus any accrued interest) per month over one year after the first sixty days from draw down, unless YA has previously exercised its conversion rights. The loan attracts a modest 5% coupon which will begin to accrue from the first drawdown after Completion Date. The Company has the option to repay the CLN early, and proceeds received from the ATM will first be used to repay the CLN.
At the Market ("ATM") Facility
The Company is also pleased to announce that it has provisionally agreed to enter into an ATM facility of up to £30 million with its broker AlbR Capital. The purpose of the ATM is to provide the Company with a controlled mechanism to issue new shares in the future to raise capital to fund the progression of the Company's ambitious gold and bitcoin treasury management growth plans and to repay the amortisation of the YA CLN.
The Company will be fully in control of the use of the ATM including setting a variable floor price and volume of shares to be traded, as well as when to trade shares. This ensures an orderly market of its shares to meet future demand and ensures the maintenance of an orderly market in the Company's shares at all times.
Entering into the full formal ATM agreement is expected to be achieved prior to the General Meeting, at which time a further announcement will be made. As with the CLN issuance, the use of the ATM facility is, de-facto, subject to shareholder approval to issue new shares.
General Meeting
The CLN has been signed with drawdown of the CLN and issuance of new shares via the ATM being conditional on (inter alia) the Waiver Resolution being passed at the General Meeting.
A notice of meeting circular and voting proxy forms are expected to be posted to shareholders on or about 17th October 2025 and the General Meeting is scheduled for 3 November at 11am at the offices of AlbR Capital at 80 Cheapside, London, EC2V 6EE.
The Company advises that it has secured Irrevocable Undertakings to vote in favour of the Waiver Resolution, primarily from its Board and management as well as certain large shareholders, for a total of 26.25% of the current issued share capital.
Dr Arthur Laffer's UK visit
During the week commencing 20 October 2025, Dr Arthur Laffer will be visiting the UK for a series of public appearances, which includes a panel event at the London School of Economics. As part of his itinerary, on 22 October, Dr Laffer will be speaking to a select group of investors at an event hosted by Hamak, which will also include a short company presentation. No new company information will be disclosed at the event.
For further information on Hamak you are invited to view the company's website at https://hamakstrategy.com/ or please contact:
|
Hamak Strategy Limited Nick Thurlow
Karl Smithson |
|
|
AlbR Capital Limited (Corporate Broker) Yellow Jersey PR Annabelle Wills |
+44 (0) 20 7469 0930
+44 (0) 20 3004 9512 |
About Hamak Strategy Limited
Hamak Strategy Limited (LSE: HAMA / OTCQB: HASTF) is a UK listed company focussed on gold exploration in Africa and with a strategy of pursuing an appropriate and compliant BTC/ crypto treasury management policy.
Important Notice
The Company maintains some of its treasury reserves and surplus cash in Bitcoin, a form of cryptocurrency. The Company is not authorised or regulated by The Financial Conduct Authority (FCA) and Bitcoin investments are generally not subject to regulation by the FCA or otherwise in the United Kingdom. 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.
The FCA considers Bitcoin investments to be high-risk. The value of Bitcoin can go up as well as down, leading to fluctuations in the value of the Company's Bitcoin holdings, and the Company may not be able to realise its Bitcoin holdings for the same amount it paid to acquire them, or even for the value the Company currently attributes to its Bitcoin positions.
The Company's Board of Directors have identified the following risks in relation to the holding of Bitcoin, which are not exhaustive:
• The value of Bitcoin can be highly volatile, with its value falling as quickly as it rises. Investors in Bitcoin must be prepared to lose all money invested.
• The Bitcoin market is largely unregulated. There is a risk of losing money due to factors such as cyber-attacks, financial crime, and counterparty failure.
• The Company may not be able to sell its Bitcoin at will. The ability to sell Bitcoin 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 delays.
• Cryptoassets carry a perception of fraud, money laundering, and financial crime.
An investment in the Company is not an investment in Bitcoin itself, but prospective investors in the Company are encouraged to conduct their own research before investing and should be aware that they will have indirect exposure to the high-risk nature of cryptoassets, including their volatility, and could therefore sustain large or total losses of their investment.
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