Proposed Warrant Exchange Offer

Hamak Strategy Limited

13 July 2026

 

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.

13 July 2026

Hamak Strategy Limited

("Hamak" or the "Company")

Proposed Warrant Exchange Offer to Simplify Capital Structure

Hamak Strategy Limited (LSE: HAMA / OTCQB: HASTF), a Company combining advanced gold exploration in West Africa with a disciplined Digital Asset Treasury Management strategy, is pleased to announce the proposed launch of a voluntary exchange offer to eligible holders of the Company's 0.8p warrants (the "Eligible Warrants") (the "Warrant Exchange Offer" or the "Offer").

The Board, having listened carefully to shareholder feedback regarding the perceived overhang created by the 0.8p warrants, believes the Offer provides an equitable, transparent and cash-preserving route to reduce potential future dilution, remove a key area of uncertainty and support Hamak as it advances the Akoko Gold project workstreams.

Highlights

· Board-led response to shareholder concerns regarding the 0.8p warrant overhang.

· All eligible holders of the 0.8p warrants will have the same opportunity to elect to receive new ordinary shares and cancel the warrants surrendered.

· Proposed exchange ratio of one new ordinary share in Hamak for every five Eligible Warrants validly surrendered and cancelled.

· The Offer is conditional on valid elections being received in respect of at least 100,000,000 Eligible Warrants.

· The Offer will remain open for 10 business days from the date of this announcement, 13 July 2026, with participating holders expected to receive their new shares within one month of expiry of the Offer period, subject to admission and customary settlement mechanics.

· If the full illustrative pool of approximately 452.1 million Eligible Warrants participates, approximately 90.4 million new ordinary shares would be issued and approximately 452.1 million warrants would be cancelled, representing an approximate 80.0% reduction in potential dilution compared with full exercise of those warrants.

· The Board believes the proposed simplification should help the market focus more clearly on Hamak's operating progress, including Akoko, the Company's West African gold portfolio and its disciplined Bitcoin treasury strategy.

Background and rationale

The 0.8p warrants were issued as part of the £2.5 million funding announced on 4^th July 2025 and were issued for a period of two years, exercisable in the second year and expiring on 3^rd July 2027. Whilst the warrants remain "out of the money" and are thus unlikely to generate immediate exercise proceeds, the Board recognises that the existence of a large potential warrant overhang can create uncertainty for some shareholders and potential new investors.

This Offer is designed to proactively address that concern. The proposed structure converts validly surrendered Eligible Warrants into a smaller, defined issue of new ordinary shares. This approach reduces uncertainty, whilst materially reducing potential warrant dilution if sufficient warrant holders participate.

Proposed terms of the Warrant Exchange Offer

Term	Summary
Eligible holders	All eligible holders of the 0.8p warrants may elect to participate in the Offer.
Exchange ratio	One new ordinary share for every five Eligible Warrants validly surrendered and cancelled.
Excluded warrants	The latest Yorkville/YA cash-exercise warrants are excluded from the Offer and will remain outstanding on their existing terms.
Minimum condition	The Offer will proceed only if valid elections are received in respect of at least 100,000,000 Eligible Warrants.
Election window	Eligible holders will have 10 business days from the date of this announcement to accept the Offer.
Issue timing	New ordinary shares are expected to be issued within one month of expiry of the 10 business day Offer period, subject to admission, registrar/CREST processing and customary conditions.
No cash proceeds	The Offer will not generate warrant exercise proceeds for Hamak but is intended to reduce the potential dilution overhang and strengthen the Company's capital structure.

Illustrative impact

Minimum condition	100.0m	20.0m	Offer proceeds if minimum valid acceptances are received.
Full illustrative pool	452.1m	90.4m	c.80.0% reduction in potential dilution versus full exercise.
Full warrant exercise	452.1m	452.1m	Theoretical GBP3.62m cash, but the full dilution wall remains.

The illustrative warrant base of approximately 452.1 million comprises approximately 308.375 million July 2025 investor warrants and approximately 143.759 million existing-shareholder warrants and excludes the 5% Advisory and Consultants' Board pool and the latest Yorkville/YA cash-exercise warrants. Final eligibility and figures remain subject to verification before launch and completion.

Indicative timetable

Timing	Action	Comment
Day 0	RNS issued and Offer opens	Offer made available to all eligible warrant holders.
Day 10	Offer closes	Minimum 100m acceptance condition is tested.
Within one month of expiry	New ordinary shares issued	Warrants surrendered under the Offer are cancelled and new ordinary shares are issued, subject to admission and settlement.
Following completion	Completion announcement	Company announces warrants cancelled, new shares issued and remaining warrant position.

 

Mike Murphy, Chief Strategy Officer and Executive Director of Hamak, commented:

"The Board has listened carefully to shareholders and recognises that the 0.8p warrant overhang has become one of the clearest issues weighing on sentiment towards Hamak. This proposal is a direct and practical response to those concerns.

"We are offering all eligible warrant holders the same opportunity to exchange five warrants for one new ordinary share, with the surrendered warrants cancelled. If successful, this will turn a large, uncertain warrant wall into a much smaller, transparent and quantified share issue, while preserving cash for Akoko, working capital and our strategic priorities.

"For Hamak, this is about removing avoidable uncertainty and giving the market a cleaner structure through which to assess the Company. We believe a simplified capital base can support future funding discussions, improve the investment case and allow shareholders to focus on what matters most: advancing Akoko, progressing our West African gold portfolio and continuing to develop a disciplined Bitcoin treasury strategy.

"This is a shareholder-focused step. It shows that the Board is prepared to listen, act decisively and move Hamak forward from a stronger platform."

Admission and further announcements

Application will be made, as appropriate, for any new ordinary shares issued pursuant to the Offer to be admitted to trading on the London Stock Exchange. The new ordinary shares, when issued, will rank pari passu with the Company's existing ordinary shares. A further announcement will be made following expiry of the Offer period and/or on completion of the issue of new ordinary shares under the Offer.

Tax and other considerations

Eligible Warrant holders should note that accepting the Offer may have tax consequences, including a possible disposal of their warrants for UK capital gains tax purposes or, in certain circumstances, income tax consequences. The tax treatment will depend on each holder's individual circumstances, including their tax residence, the capacity in which they hold the warrants and the manner in which the warrants were originally acquired. Eligible Warrant holders should consult their own independent legal, financial and tax advisers before accepting the Offer.

Conditions and important information

· The Offer is conditional on receipt of valid elections in respect of at least 100,000,000 Eligible Warrants.

· The Offer is subject to confirmation of warrant instrument mechanics, share authorities, Board approvals, legal, broker, BVI company law, UK listing/prospectus, tax, registrar/CREST and market-abuse considerations.

· Eligible Warrant holders should follow the formal election instructions provided by the Company and/or its advisers. No action is required from ordinary shareholders who do not hold Eligible Warrants.

· The Company reserves the right, subject to applicable law and regulation, to amend the timetable or not to proceed with the Offer if the relevant conditions are not satisfied.

 For the purposes of UK MAR, the person responsible for arranging release of this announcement on behalf of Hamak is Karl Smithson, CEO and Executive Director.

For further information on Hamak you are invited to view the Company's website at https://hamakstrategy.com/ or please contact:

Hamak Strategy Limited Karl Smithson, CEO and Executive Director Mike Murphy, CSO and Executive Director	[e-mail] [e-mail]
AlbR Capital Limited (Corporate Broker)	[phone]
Yellow Jersey PR Annabelle Wills	[phone]

About Hamak Strategy Limited

Hamak Strategy Limited (LSE: HAMA / OTCQB: HASTF) is a UK listed company focused on gold exploration in Africa and a Digital Asset Treasury Management strategy focused on Bitcoin.

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.

However, 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 has 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 supply and demand in the market at the relevant time. Operational failings such as technology outages, cyber-attacks and commingling 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.

 

END