Cancellation of Debt Obligation to Directors

London BTC Company Limited

02 February 2026

 

LONDON BTC COMPANY LIMITED

Cancellation of Outstanding Internal Debt Obligation to Directors

London, New York,  02 February 2026 - London BTC Company Limited ("Company") (BTC: LSE, VINZF: OTCQB), the London Stock Exchange Main Market-listed bitcoin mining and treasury company with operations across North America announces the repayment of loans to its directors, as announced on 30 June 2025, two senior Directors of the Company, Mr Lenigas and Mr Edelman, lent their personal shares to the Company in order that the Company could retire its convertible loan note with its US investor. This was done to protect the Company's liquid assets and to keep such assets allocated to growing the Company's operations, the two Directors have agreed to their loans being repaid by the issue of new ordinary shares in the Company shares in lieu of cash ("New Shares").

The repayment of the loans by the Company to the two Directors could constitute a material related party transaction for the purpose of Rule 7.3 of the FCA's Disclosure and Transparency Rules. The transaction has therefore been approved by the Company's Directors independent of the transaction, being Robert Scott and Mahesh Pulandaran. David Lenigas and Jeremy Edelman recused themselves from the board's consideration of this transaction and did not vote on the relevant board resolutions. As such, the Directors who are not personally interested in the repayment of the loans have agreed to issue 5,716,289 shares to each of David Lenigas and Jeremy Edelman to clear all of the Company's outstanding obligations to them, including agreed interest.

Admission and Total Voting Rights

Applications will be made for the New Shares to be admitted to trading on the Main Market of the London Stock Exchange plc ("Admission"). Admission is expected to become effective on or around 05 February 2026.

After the issue and Admission of the 11,432,578 New Shares to Mr Lenigas and Mr Edelman, the total number of voting rights attached to the Company's issued share capital will be 358,846,093 ordinary shares. Total number of shares in issue will be 358,846,093 ordinary shares. The Company does not hold any shares in treasury.

The above figure of 358,846,093 shares may be used by shareholders as the denominator for the calculation by which they can determine whether they are required to notify their interest in, or a change of their interest in, the Company under the Financial Conduct Authority Disclosure Guidance and Transparency Rules.

The shareholdings in the Company of the Directors after the issue of the New Shares will be as follows:

Name	Shares	% Held
D Lenigas	57,046,356	15.90%
J Edelman	55,666,356	15.51%
Employee Benefit Trust	50,740,204	14.14%
Carimar International Holdings Limited, (Rob Scott, Finance Director)	153,000	0.04%

The directors of London BTC Company Limited accept responsibility for this announcement.

For further information please contact:

London BTC Company Limited	Hewie Rattray, CEO [e-mail] David Lenigas, [e-mail] Rob Scott, Finance Director, [e-mail] Jeremy Edelman, [e-mail]
First Sentinel (Corporate Adviser)	Brian Stockbridge [e-mail] T: [phone]
Clear Capital Markets (Broker)	Bob Roberts [e-mail] T: [phone]
Marex Financial (Joint Broker and Advisor)	Angelo Sofocleous / Keith Swann / Matt Bailey (Broking) Email: [e-mail] T: [phone]

 

About London BTC Company Limited

The Company's primary listing is on the London Stock Exchange (United Kingdom) under the ticker "BTC.L" and it trades in the USA on the OTCQB under the ticker "VINZF". The Company is building up a strategic Bitcoin holding through acquiring Bitcoin as a treasury and currency management tool and through adding Bitcoin generated from its mining operations in North America. The Company currently operates Bitcoin miners hosted across multiple third-party facilities in Indiana, Iowa, Nebraska and Texas (USA) and Labrador (Canada).

Notification and public disclosure of transactions by Persons Discharging Managerial Responsibilities ("PDMR") and persons closely associated with them ("PCA")

1.	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	David Lenigas
2.	Reason for the Notification
a)	Position/status	Director
b)	Initial notification / Amendment	Initial notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	London BTC Company Limited
b)	LEI	9845006607892CED8456
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	Ordinary shares
	ISIN	VGG9520B1004
b)	Nature of the transaction	Issue of shares pursuant to a call on shares loaned to the company
c)	Price(s) and volume(s)	Price(s)  Volume(s)  NIL 5,716,289
d)	Aggregated information:  · Aggregated volume  · Price	Single transaction
e)	Date of the transaction	02 February 2026
f)	Place of the Transaction	Outside a trading venue

1.	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Jeremy Edelman
2.	Reason for the Notification
a)	Position/status	Director
b)	Initial notification / Amendment	Initial notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	London BTC Company Limited
b)	LEI	9845006607892CED8456
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	Ordinary shares
	ISIN	VGG9520B1004
b)	Nature of the transaction	Issue of shares pursuant to a call on shares loaned to the company
c)	Price(s) and volume(s)	Price(s)  Volume(s)  NIL 5,716,289
d)	Aggregated information:  · Aggregated volume  · Price	Single transaction
e)	Date of the transaction	02 February 2026
f)	Place of the Transaction	Outside a trading venue

 

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