Exercise of Warrants and Directors’ Dealings

Phoenix Digital Assets PLC

15 April 2024

 

15 April 2024 

This announcement contains information which, prior to its disclosure, was inside information as stipulated under Regulation 11 of the Market Abuse (Amendment) (EU Exit) Regulations 2019/310 (as amended). Upon the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain. 

Phoenix Digital Assets PLC 

("Phoenix" or "the Company") 

Exercise of Warrants, Options, Issue of Shares and Directors' Dealings

Phoenix (AQSE: PNIX), an investment firm, announces that it has received notice of exercise of warrants and options over an aggregate 71,250,000 ordinary shares of £0.001 each in the Company ("Ordinary Shares") from various warrant and option holders, along with four directors of the Company ("Exercisers"), at an exercise price of 1p per Warrant Share and Option Share and raising £712,500 for the Company. As a result, the Company will issue 71,250,000 new Ordinary Shares ("New Ordinary Shares") to the Exercisers.

The details of the warrants and options exercised by the directors are set out below:

Name	Warrants	Warrant exercise price	Options	Option exercise price
Jonathan Bixby (via Toro Consulting Ltd)	10,000,000	£          0.01	21,666,667	£          0.01
Mike Edwards (via Marallo Holdings Inc)	5,000,000	£          0.01	10,583,333	£          0.01
Nick Lyth (via Dark Peak Services Ltd)	2,000,000	£          0.01	-	-
Jonathan Hives	500,000	£          0.01	-	-

Application will be made for the New Ordinary Shares, which will rank pari passu with the existing Ordinary Shares in issue, to be admitted to trading on the AQSE Growth Market ("Admission"). Dealings are expected to commence on or around 19 April 2024.

Total Voting Rights

Following Admission, the Company's total issued and voting share capital will consist of 1,080,250,000 Ordinary Shares. The Company does not hold any ordinary shares in treasury.

The above figure 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 and Transparency Rules.

The FCA notification, made in accordance with the requirements of the UK Market Abuse Regulation, is appended below. 

The directors of Phoenix accept responsibility for this announcement.

For further information please contact:

Phoenix Digital Assets
Jonathan Bixby  Executive Chairman	Via First Sentinel
First Sentinel
Corporate Adviser  Brian Stockbridge	[phone]
Tennyson Securities
Corporate Broker  Peter Krens	[phone]

About Phoenix: 

Phoenix Digital Assets PLC invests in a diversified portfolio of cryptocurrency, and/or in companies or funds which have exposure to NFT or blockchain technology. The Company's leadership team have an extensive track record in the cryptocurrency sector and previously founded Argo Blockchain PLC, a global crypto miner. Phoenix is headquartered in London, UK and its shares are listed on the Aquis Stock Exchange Growth Market under the ticker symbol PNIX.  https://www.getphoenix.co.uk 

1.	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Toro Consulting Ltd
2.	Reason for the Notification
a)	Position/status	PCA to a PDMR - Jonathan Bixby, a director of the Company
b)	Initial notification / Amendment	Initial notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Phoenix Digital Assets PLC
b)	LEI	984500E15WF052FFEB19
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 of £0.001 each
	Identification Code	GB00BMW34204
b)	Nature of the transaction	Exercise of warrants
c)	Price(s) and volume(s)	Price(s) Volume(s) £0.01 10,000,000
d)	Aggregated information: · Aggregated volume · Price	Single transaction, see details in item (c) above
e)	Date of the transaction	12 April 2024
f)	Place of the Transaction	Outside a trading venue
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 of £0.001 each
	Identification Code	GB00BMW34204
b)	Nature of the transaction	Exercise of options
c)	Price(s) and volume(s)	Price(s) Volume(s) £0.01 21,666,667
d)	Aggregated information: · Aggregated volume · Price	Single transaction, see details in item (c) above
e)	Date of the transaction	12 April 2024
f)	Place of the Transaction	Outside a trading venue

1.	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Marallo Holdings Inc
2.	Reason for the Notification
a)	Position/status	PCA to a PDMR - Mike Edwards, a director of the Company
b)	Initial notification / Amendment	Initial notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Phoenix Digital Assets PLC
b)	LEI	984500E15WF052FFEB19
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 of £0.001 each
	Identification Code	GB00BMW34204
b)	Nature of the transaction	Exercise of warrants
c)	Price(s) and volume(s)	Price(s) Volume(s) £0.01 5,000,000
d)	Aggregated information: · Aggregated volume · Price	Single transaction, see details in item (c) above
e)	Date of the transaction	12 April 2024
f)	Place of the Transaction	Outside a trading venue
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 of £0.001 each
	Identification Code	GB00BMW34204
b)	Nature of the transaction	Exercise of options
c)	Price(s) and volume(s)	Price(s) Volume(s) £0.01 10,583,333
d)	Aggregated information: · Aggregated volume · Price	Single transaction, see details in item (c) above
e)	Date of the transaction	12 April 2024
f)	Place of the Transaction	Outside a trading venue

1.	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Dark Peak Services Ltd
2.	Reason for the Notification
a)	Position/status	PCA to a PDMR - Nicholas Lyth, a director of the Company
b)	Initial notification / Amendment	Initial notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Phoenix Digital Assets PLC
b)	LEI	984500E15WF052FFEB19
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 of £0.001 each
	Identification Code	GB00BMW34204
b)	Nature of the transaction	Exercise of warrants
c)	Price(s) and volume(s)	Price(s) Volume(s) £0.01 2,000,000
d)	Aggregated information: · Aggregated volume · Price	Single transaction, see details in item (c) above
e)	Date of the transaction	12 April 2024
f)	Place of the Transaction	Outside a trading venue

1.	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Jonathan Hives
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	Phoenix Digital Assets PLC
b)	LEI	984500E15WF052FFEB19
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 of £0.001 each
	Identification Code	GB00BMW34204
b)	Nature of the transaction	Exercise of warrants
c)	Price(s) and volume(s)	Price(s) Volume(s) £0.01 500,000
d)	Aggregated information: · Aggregated volume · Price	Single transaction, see details in item (c) above
e)	Date of the transaction	12 April 2024
f)	Place of the Transaction	Outside a trading venue

TR-1: Standard form for notification of major holdings

1a. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached ii:			Phoenix Digital Assets PLC
1b. Please indicate if the issuer is a non-UK issuer (please mark with an "X" if appropriate)
Non-UK issuer
2. Reason for the notification (please mark the appropriate box or boxes with an "X")
An acquisition or disposal of voting rights						X
An acquisition or disposal of financial instruments
An event changing the breakdown of voting rights						X
Other (please specify) iii:
3. Details of person subject to the notification obligation iv
Name			Toro Consulting Ltd
City and country of registered office (if applicable)			Vancouver, Canada
4. Full name of shareholder(s) (if different from 3.) v
Name
City and country of registered office (if applicable)
5. Date on which the threshold was crossed or reached vi:			12 April 2024
6. Date on which issuer notified (DD/MM/YYYY):			12 April 2024
7. Total positions of person(s) subject to the notification obligation
	% of voting rights attached to shares (total of 8. A)	% of voting rights through financial instruments (total of 8.B 1 + 8.B 2)		Total of both in % (8.A + 8.B)	Total number of voting rights held in issuer (8.A + 8.B) vii
Resulting situation on the date on which threshold was crossed or reached	8.99%			8.99%	97,166,667
Position of previous notification (if applicable)	6.43%			6.43%

8. Notified details of the resulting situation on the date on which the threshold was crossed or reached viii
A: Voting rights attached to shares
Class/type of shares ISIN code (if possible)		Number of voting rights ix					% of voting rights
		Direct (DTR5.1)		Indirect  (DTR5.2.1)			Direct (DTR5.1)		Indirect (DTR5.2.1)
		97,166,667					8.99%
SUBTOTAL 8. A		97,166,667					8.99%
B 1: Financial Instruments according to DTR5.3.1R (1) (a)
Type of financial instrument		Expiration date x	Exercise/ Conversion Period xi			Number of voting rights that may be acquired if the instrument is exercised/converted.			% of voting rights
			SUBTOTAL 8. B 1
B 2: Financial Instruments with similar economic effect according to DTR5.3.1R (1) (b)
Type of financial instrument	Expiration date x		Exercise/ Conversion Period xi		Physical or cash Settlement xii			Number of voting rights	% of voting rights
					SUBTOTAL 8.B.2

9. Information in relation to the person subject to the notification obligation (please mark the applicable box with an "X")
Person subject to the notification obligation is not controlled by any natural person or legal entity and does not control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuer xiii
Full chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held starting with the ultimate controlling natural person or legal entity (please add additional rows as necessary) xiv				X
Name xv	% of voting rights if it equals or is higher than the notifiable threshold	% of voting rights through financial instruments if it equals or is higher than the notifiable threshold	Total of both if it equals or is higher than the notifiable threshold
Jonathan Bixby
10. In case of proxy voting, please identify:
Name of the proxy holder
The number and % of voting rights held
The date until which the voting rights will be held
11. Additional information xvi

Place of completion	Vancouver, Canada
Date of completion	12 April 2024

 

END