Subscription, Directors' Dealings, RPT & Equipment

Sterling Digital PLC

18 June 2026

 

18 June 2026

Sterling Digital plc

("Sterling" or the "Company")

Subscription, Directors' Dealings, Related Party Transaction, Issue of Equity

And Arrival of Key Equipment

Sterling Digital plc (AQSE: ASIC), a company established to develop low-energy-cost digital asset mining operations in the United States, announces that it has raised gross proceeds of approximately £383,000 via a subscription for 6,383,710  new ordinary shares ("Subscription Shares") of £0.001 each ("Ordinary Shares") in the Company at a price of £0.06 each per share ("Issue Price") (the "Subscription"). The Issue Price represents a 14.29% premium to the closing mid-market price on 17 June 2026. Subscribers for the Subscription Shares include Directors and a PDMR as detailed below:

Director/PDMR	Number of Ordinary Shares Subscribed for	Subscription Price (p)	Shareholding Following Subscription	Shareholding Following Subscription as a Percentage of Enlarged Issued Share Capital (%)
Stefan Michaelides	799,883	6p	19,549,883	12.53%
Dragan Jovanovic	799,883	6p	19,549,883	12.53%
Guy Winterflood	383,944	6p	9,383,944	6.01%

Further details are set out in the Notification of Dealing Form below.

The Subscription helps strengthen Sterling's balance sheet and provides additional funding to progress its energy-led Bitcoin mining infrastructure strategy.

Related Party Transaction

The participation of Stefan Michaelides, Guy Winterflood and Dragan Jovanovic in the Subscription constitutes a related party transaction pursuant to Rule 4.6 of the AQSE Growth Market Rulebook (the "Transaction") by virtue of Stefan Michaelides and Guy Winterflood being Directors of the Company, and Dragan Jovanovic being a substantial shareholder of the Company. With the exception of Stefan Michaelides and Guy Winterflood, the Director independent of the Transaction, being Patrick Claridge, considers that, having exercised reasonable care, skill and diligence, the terms of the Transaction are fair and reasonable insofar as shareholders are concerned as is required pursuant to Rule 4.6.

Admission and Total Voting Rights

Application has been made to the Aquis Stock Exchange Growth Market ("AQSE") for the 6,383,710 Subscription Shares to be admitted to trading on AQSE ("Admission"). It is expected that Admission will become effective and dealings in the Subscription Shares will commence at 8.00 a.m. on or around 30 June 2026.

Following Admission of the Subscription Shares, the Company's issued ordinary share capital will consist of 156,023,710 Ordinary Shares, with one voting right per share. No Ordinary Shares will be held in treasury. The total number of voting rights in the Company following Admission will therefore be 156,023,710, being the figure that may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.

Arrival of Key Equipment

In addition to the completion of the Subscription, the Company also announces that the key mining equipment has arrived at its West Texas site.

The Company has taken delivery of two 2MW generators, alongside two data centre mining containers, and 450 application-specific integrated circuit ("ASIC") mining servers, which together form the core infrastructure of its planned mining operations. The arrival of this equipment represents a major milestone as Sterling transitions from procurement and planning into physical deployment and operational execution, advancing towards the commencement of its first Bitcoin mining operations.

The two  generators will provide on-site power generation for the Company's initial mining operations alongside the data centre mining containers which will provide the physical hosting infrastructure required for deployment of the ASIC miners.

With equipment now on-site, the Company will move into the commissioning phase, during which systems will be connected, tested and brought online.

Stefan Michaelides, CEO of Sterling, commented:

"The arrival of our generators, data centre infrastructure and ASIC miners is a significant step forward for Sterling as we enter our next stage of growth and enter the operational phase of our strategy. This equipment forms the backbone of our planned Bitcoin mining operations and marks the transition from procurement into physical deployment. We are now focused on installation, commissioning and moving towards first Bitcoin production.

"In addition this Subscription, priced at a premium to our recent admission price of 5p, will provide the Company with extra working capital as it looks forward to adding further mining capacity once Phase 1 is operational."

This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014 (which forms part of domestic UK law pursuant to the European Union (Withdrawal) Act 2018).

The Directors of the Company accept responsibility for the contents of this announcement.

For further information, please visit www.sterlingdigital.com or contact:

Sterling Digital Plc:	[phone]
Guy Winterflood Non-executive Chairman	[e-mail]
Cairn Financial Advisers LLP	[phone]
AQSE Corporate Adviser
Jo Turner / Liam Murray / Ed Downes
Oak Securities	[phone]
Broker
Damion Carruel / Calvin Man
Vigo Consulting
Investor Relations Patrick d'Ancona / Ben Simons / Amelia Thorn / Safia Colebrook	[phone] [e-mail]

About Sterling Digital plc

Sterling Digital plc was incorporated for the purpose of establishing a Bitcoin mining business and was admitted to trading on the AQSE Growth Market on 1 December 2025. The Company intends to locate modular, self-contained Bitcoin mining operations directly on stranded gas fields in the United States, providing the Company with a low-cost energy solution for its mining operations.

 The Company's objective is to deliver sustainable long-term capital growth for shareholders via:

•     compounding Bitcoin exposure via cheapest-in-class mining; and

•     active management of the Company's Bitcoin reserves.

Sterling Digital's strategy of utilising stranded natural gas to generate its electricity requirements enables the Company to produce Bitcoin at materially lower costs than comparable grid-connected miners, while simultaneously achieving ESG alignment by monetising gas resources that are otherwise flared as a by-product of the oil and gas industry.  This model delivers both enhanced mining efficiency and a significant competitive cost advantage within the Bitcoin mining sector.

The Company benefits from a highly experienced management team with proven track records across Bitcoin mining, energy management, fintech and capital markets. Their combined expertise spans modular mining deployments, power infrastructure, capital raising, and regulated crypto exchange operations.

Visit our website: https://sterlingdigital.com/

Follow us on social media:
LinkedIn: https://www.linkedin.com/company/sterling-digital-plc/
X: https://x.com/SterlingASIC

Forward Looking Statements

Certain statements in this announcement are, or may be deemed to be, forward-looking statements. Forward looking statements are identified by their use of terms and phrases such as "believe", "could", "should", "envisage'', "estimate", "intend", "may", "plan", "potentially", "expect", "will" or the negative of those, variations or comparable expressions, including references to assumptions. These forward-looking statements are not based on historical facts but rather on the Directors' current expectations and assumptions regarding the Company's future growth, results of operations, performance, future capital and other expenditures (including the amount, nature and sources of funding thereof), competitive advantages, business prospects and opportunities. Such forward-looking statements reflect the Directors' current beliefs and assumptions and are based on information currently available to the Directors.

Notification of a Transaction pursuant to Article 19(1) of Regulation (EU) No. 596/2014
1	Details of the person discharging managerial responsibilities/person closely associated
a.	Name	1)    Stefan Michaelides 2)    Dragan Jovanovic 3)    Guy Winterflood
2	Reason for notification
a.	Position/Status	1)    CEO 2)    PDMR 3)    Non-executive Chairman
b.	Initial notification/ Amendment	Initial Notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a.	Name	Sterling Digital plc
b.	LEI	213800NUOIAW9URXWT91
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 ISIN: GB00BW9LV158
b.	Nature of the transaction	Purchase of ordinary shares
			Price(s) per share (p)	Volume(s)
			1)   6 pence 2)   6 pence 3)   6 pence	1)    799,883 2)    799,883 3)    383,944
d.	Aggregated information -     Volume -     Price	1,983,710 6 pence
e.	Date of the transaction	18/06/2026
f.	Place of the transaction	AQSE

 

END