WRAP Retail Offer for up to £130,000

Bluebird Mining Ventures Ltd

16 January 2026

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, OR INTO OR WITHIN THE UNITED STATES, AUSTRALIA, NEW ZEALAND, CANADA, SOUTH AFRICA OR JAPAN, OR ANY MEMBER STATE OF THE EEA, OR ANY OTHER JURISDICTION WHERE, OR TO ANY OTHER PERSON TO WHOM, TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW OR REGULATION. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT IS AN ADVERTISEMENT FOR THE PURPOSES OF RULE 3.3 OF THE PROSPECTUS REGULATION RULES OF THE FINANCIAL CONDUCT AUTHORITY (THE "FCA") AND DOES NOT CONSTITUTE A PROSPECTUS. INVESTORS MUST SUBSCRIBE FOR OR PURCHASE ANY SHARES REFERRED TO IN THIS ANNOUNCEMENT ONLY ON THE BASIS OF INFORMATION CONTAINED IN THE PROSPECTUS PUBLISHED BY BLUEBIRD MINING VENTURES LTD (THE "PROSPECTUS") ON 16 JANUARY 2026 AND NOT IN RELIANCE ON THIS ANNOUNCEMENT. A COPY OF THE PROSPECTUS WILL, SUBJECT TO CERTAIN ACCESS RESTRICTIONS, SHORTLY BE AVAILABLE FOR INSPECTION ON THE COMPANY'S WEBSITE: Corporate Documents | A Gold Streaming & Treasury Company, AT THE REGISTERED OFFICE OF THE COMPANY AND AT THE FCA'S NATIONAL STORAGE MECHANISM AT HTTPS://DATA.FCA.ORG.UK/#/NSM/NATIONALSTORAGEMECHANISM.

THIS ANNOUNCEMENT DOES NOT CONSTITUTE, AND MAY NOT BE CONSTRUED AS, AN OFFER TO SELL OR AN INVITATION TO PURCHASE, INVESTMENTS OF ANY DESCRIPTION, OR A RECOMMENDATION REGARDING THE ISSUE OR THE PROVISION OF INVESTMENT ADVICE BY ANY PARTY.

16 January 2026

Bluebird Mining Ventures Ltd

("Bluebird Mining" or the "Company")

WRAP Retail Offer for up to £130,000

Bluebird Mining Ventures, the gold streaming, mining and treasury company, is pleased to announce a retail offer via the Winterflood Retail Access Platform ("WRAP") to raise up to £130,000 (the "WRAP Retail Offer") through the issue of new ordinary shares of nil par value ("Ordinary Shares").  Under the WRAP Retail Offer up to 86,666,666 new Ordinary Shares (the "WRAP Retail Offer Shares") will be made available at a price of £0.0015 per Ordinary Share ("Placing Price").

The WRAP Retail Offer is being made on the basis of the Company's Prospectus. Further information on Bluebird Mining Ventures is set out in the Prospectus which is or will shortly be available on the Company's website at Corporate Documents | A Gold Streaming & Treasury Company, subject to certain access restrictions, the National Storage Mechanism at https://data.fca.org.uk/#/nsm/nationalstoragemechanism subject to applicable securities laws and regulations.

In addition to the WRAP Retail Offer and as announced 18 December 2025, the Company has also through CMC Markets UK Plc ("CMC"), trading as CapX has placed 333,333,333 Ordinary Shares ("Placing Shares") on behalf of the Company with investors at the Placing Price ("Placing").  As a result of the Placing, the Company has raised gross proceeds of £500,000.  The Company received irrevocable commitments for 66,666,667 Ordinary Shares ("Subscription Shares") from investors at the Placing Price ("Subscription"). As a result of the Subscription, the Company has raised gross proceeds of £100,000.  The Placing and the Subscription are conditional on admission of the Placing Shares and the Subscription Shares to the Equity Shares (Transaction) Category  of the Official List and to trading on the London Stock Exchange's Main Market for listed securities (Admission).  At Admission the Company also intends to allot 46,831,778 Ordinary Shares to certain Directors, former directors and consultants in lieu of salary the "Salary Sacrifice Shares") and  650,000,000 Ordinary Shares to Skylake Management LLP ("Skylake") pursuant to a share trust deed (the "Trust Shares").

The issue of the Placing Shares and the Subscription Shares together with the WRAP Retail Offer Shares, the "Fundraising Shares") will raise up to £730,500 (before expenses). The Placing Price represents a discount of approximately 11.8 per cent. to the mid-market closing price of an Ordinary Share on 15 January 2026 (being the latest practicable date prior to this announcement). The issue price of the WRAP Retail Offer Shares is equal to the Placing Price.

A separate announcement has been made regarding the Placing and Subscription on 18 December 2025 and the Prospectus set out the terms of these issues, the reasons for the Placing and Subscription and use of proceeds.  The proceeds of the WRAP Retail Offer will be utilised in the same way as the proceeds of the Placing and the Subscription.

For the avoidance of doubt, the WRAP Retail Offer is not part of the Placing or the Subscription. Completion of the WRAP Retail Offer is conditional, inter alia, upon the completion of the Placing and the Subscription but completion of the Placing and the Subscription ("Fundraising") are not conditional on the completion of the WRAP Retail Offer.

The WRAP Retail Offer and the Fundraising are conditional on the Admission of the Fundraising Shares, the "Salary Sacrifice Shares") and  the Trust Shares ("New Ordinary Shares").   It is anticipated that Admission will become effective and that dealings in the New Ordinary Shares will commence at 8 a.m. on Thursday 22 January 2026.

WRAP Retail Offer

The Company values its retail shareholder base and believes that it is appropriate to provide its existing retail shareholders in the United Kingdom the opportunity to participate in the WRAP Retail Offer.

Therefore, the Company is making the WRAP Retail Offer open to eligible investors in the United Kingdom following release of this announcement, being existing shareholders of Bluebird Mining Ventures Ltd, and through certain financial intermediaries.

Existing shareholders can contact their broker or wealth manager to participate in the WRAP Retail Offer.

The WRAP Retail Offer is expected to close at 4:30 pm on 19 January 2025. Eligible shareholders should note that financial intermediaries may have earlier closing times.

Retail brokers wishing to participate in the WRAP Retail Offer on behalf of existing retail shareholders, should contact [e-mail].

To be eligible to participate in the WRAP Retail Offer, applicants must be a customer of a participating intermediary and, prior to the release of this announcement, shareholders in the Company which may include individuals aged 18 years or over, companies and other bodies corporate, partnerships, trusts, associations and other unincorporated organisations.

There is a minimum subscription of £100 per investor under the WRAP Retail Offer. The terms and conditions on which investors subscribe will be provided by the relevant financial intermediaries including relevant commission or fee charges.

The Company reserves the right to amend the size and timings of the retail offer at its discretion. The Company reserves the right to scale back any order and to reject any application for subscription under the WRAP Retail Offer without giving any reason for such rejection.

It is vital to note that once an application for WRAP Retail Offer Shares has been made and accepted via an intermediary, it cannot be withdrawn.

The New Ordinary Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with existing Ordinary Shares including the right to receive all dividends and other distributions declared, made or paid after their date of issue.

It is a term of the WRAP Retail Offer that the total value of the WRAP Retail Offer Shares available for subscription at the Placing Price does not exceed £130,000, or such size as agreed by the Company.

The WRAP Retail Offer is offered in the United Kingdom under the exemption from the requirement to publish a prospectus in section 86(1)(e) of FSMA. As such, there is no need for publication of a prospectus pursuant to the Prospectus Regulation Rules of the Financial Conduct Authority, or for approval of the same by the Financial Conduct Authority. The WRAP Retail Offer is not being made into any jurisdiction other than the United Kingdom.

Investors should make their own investigations into the merits of an investment in the Company. Nothing in this announcement amounts to a recommendation to invest in the Company or amounts to investment, taxation or legal advice.

It should be noted that a subscription for WRAP Retail Offer Shares and investment in the Company carries a number of risks. Investors should take independent advice from a person experienced in advising on investment in securities such as the WRAP Retail Offer Shares if they are in any doubt.

An investment in the Company will place capital at risk. The value of investments, and any income, can go down as well as up, so investors could get back less than the amount invested.

Neither past performance nor any forecasts should be considered a reliable indicator of future results.

For Further Information

Bluebird Mining Ventures Ltd	c/o [phone]
Sath Ganesarajah, Chief Executive Officer
Winterflood Retail Access Platform	[e-mail] [phone]
Sophia Bechev, Kaitlan Billings
Gracechurch Group (Financial PR)	[phone]
Harry Chathli, Alexis Gore, Anysia Virdi

Further information on the Company can be found on its website at www.bmvbtc.com  

The Company's LEI is 213800QLGKFZHML52C51

This announcement should be read in its entirety. In particular, the information in the "Important Notices" section of the announcement should be read and understood.

Important Notices

The content of this announcement has been prepared by and is the sole responsibility of the Company.

This announcement is an advertisement and does not constitute a prospectus. Investors must subscribe for or purchase any shares referred to in this announcement only on the basis of information contained in the Prospectus published on 16 January 2026 by the Company and not in reliance on this announcement. This announcement does not constitute, and may not be construed as, an offer to sell or an invitation to purchase investments of any description or a recommendation regarding the issue or the provision of investment advice by any party. No information set out in this announcement is intended to form the basis of any contract of sale, investment decision or any decision to purchase shares in the Company.

Potential investors should note that the approval by the FCA of any Prospectus which may be published by the Company should not be understood as an endorsement by the FCA of any securities offered or admitted to trading on a regulated market.

This announcement and the information contained herein is not for release, publication or distribution, directly or indirectly, in whole or in part, in or into or from the United States (including its territories and possessions, any state of the United States and the District of Columbia (the "United States" or "US")), Australia, Canada, New Zealand, Japan, the Republic of South Africa, any member state of the EEA or any other jurisdiction where to do so might constitute a violation of the relevant laws or regulations of such jurisdiction.

The WRAP Retail Offer Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the "US Securities Act") or under the applicable state securities laws of the United States and may not be offered or sold directly or indirectly in or into the United States. No public offering of the WRAP Retail Offer Shares is being made in the United States. The WRAP Retail Offer Shares are being offered and sold outside the United States in "offshore transactions", as defined in, and in compliance with, Regulation S under the US Securities Act ("Regulation S") to non-US persons (within the meaning of Regulation S). In addition, the Company has not been, and will not be, registered under the US Investment Company Act of 1940, as amended.

This announcement does not constitute an offer to sell or issue or a solicitation of an offer to buy or subscribe for WRAP Retail Offer Shares in the United States, Australia, Canada, New Zealand, Japan, the Republic of South Africa, any member state of the EEA or any other jurisdiction in which such offer or solicitation is or may be unlawful. No public offer of the securities referred to herein is being made in any such jurisdiction.

This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America.  This announcement is not an offer of securities for sale into the United States.  The securities referred to herein have not been and will not be registered under the US Securities Act, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration.  No public offering of securities is being made in the United States.

The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

WRAP is a proprietary technology platform owned and operated by Winterflood Securities Ltd (registered address at Riverbank House, 2 Swan Lane, London EC4R 3GA; FRN 141455). Winterflood Securities Ltd ("Winterflood") is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for the Company and for no-one else and will not regard any other person (whether or not a recipient of this announcement) as its client in relation to the WRAP Retail Offer and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, nor for providing advice in connection with the WRAP Retail Offer, Admission and the other arrangements referred to in this announcement.

The value of Ordinary Shares and the income from them is not guaranteed and can fall as well as rise due to stock market movements. When you sell your investment, you may get back less than you originally invested. Figures refer to past performance and past performance is not a reliable indicator of future results. Returns may increase or decrease as a result of currency fluctuations.

Certain statements in this announcement are forward-looking statements which are based on the Company's expectations, intentions and projections regarding its future performance, anticipated events or trends and other matters that are not historical facts. These forward-looking statements, which may use words such as "aim", "anticipate", "believe", "intend", "estimate", "expect" and words of similar meaning, include all matters that are not historical facts. These forward-looking statements involve risks, assumptions and uncertainties that could cause the actual results of operations, financial condition, liquidity and dividend policy and the development of the industries in which the Company's businesses operate to differ materially from the impression created by the forward-looking statements. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Given those risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements.

These forward-looking statements speak only as at the date of this announcement and cannot be relied upon as a guide to future performance. The Company and Winterflood expressly disclaim any obligation or undertaking to update or revise any forward-looking statements contained herein to reflect actual results or any change in the assumptions, conditions or circumstances on which any such statements are based unless required to do so by the Financial Conduct Authority, the London Stock Exchange or applicable law.

The information in this announcement is for background purposes only and does not purport to be full or complete. None of Winterflood or any of its affiliates, accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to this announcement, including the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of the announcement or its contents or otherwise arising in connection therewith. Winterflood and its affiliates, accordingly disclaim all and any liability whether arising in tort, contract or otherwise which they might otherwise be found to have in respect of this announcement or its contents or otherwise arising in connection therewith.

Any indication in this announcement of the price at which the Ordinary Share have been bought or sold in the past cannot be relied upon as a guide to future performance. Persons needing advice should consult an independent financial adviser. No statement in this announcement is intended to be a profit forecast and no statement in this announcement should be interpreted to mean that earnings or target dividend per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings or dividends per share of the Company.

Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into or forms part of this announcement. The WRAP Retail Offer Shares to be issued or sold pursuant to the WRAP Retail Offer will not be admitted to trading on any stock exchange other than the London Stock Exchange.

It is further noted that the WRAP Retail Offer is only open to investors in the United Kingdom who fall within Article 43 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (which includes an existing member of the Company).

UK Product Governance Requirements

Solely for the purposes of the product governance requirements of Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK MiFIR Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK MiFIR Product Governance Requirements) may otherwise have with respect thereto, the Retail Offer Shares have been subject to a product approval process, which has determined that the Retail Offer Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in paragraphs 3.5 and 3.6 of COBS; and (ii) eligible for distribution through all permitted distribution channels (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Retail Offer Shares may decline and investors could lose all or part of their investment; the Retail Offer Shares offer no guaranteed income and no capital protection; and an investment in the Retail Offer Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to any contractual, legal or regulatory selling restrictions in relation to the Retail Offer.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapters 9A or 10A respectively of COBS; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Retail Offer Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Retail Offer Shares and determining appropriate distribution channels.

 

END