REG - Bluebird Mining Vnt. - Management Incentives & Capital Structure Changes

Bluebird Mining VenturesAnnouncement

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RNS Number : 7144Z  Bluebird Mining Ventures Ltd  09 April 2026

 

9 April 2026

Bluebird Mining Ventures Ltd

 

("BMV" or the "Company")

Management Incentives & Capital Structure Changes

 

Management Incentive Plan, Warrant Cancellation, Share Issuance and Related
Party Transactions

 

Bluebird Mining Ventures Ltd (LSE: BMV), the gold streaming, mining and
treasury company, announces that the Board has approved a series of measures
to formalise legacy arrangements, align management incentives, and simplify
the Company's capital structure.

 

Management Incentive Plan

Further to the announcement of 16 January 2026, the Board has approved the
performance milestones associated with the Company's Management Incentive Plan
("MIP"), which relate to up to 300,000,000 ordinary shares currently held in a
share trust.

 

Under the MIP, the release of these shares is subject to the achievement of
market capitalisation milestones ranging from £20 million to £200 million,
measured over a 30 consecutive trading day period based on average closing
prices. A maximum of 100,000,000 shares may be awarded in any single calendar
year.

 

The Incentive Shares will remain in the share trust indefinitely until such
time as the relevant performance conditions are met. Awards remain subject to
formal certification by the Board (excluding any interested directors).

 

The milestones were approved by the Company's independent Non-Executive
Directors. Sath Ganesarajah, Chief Executive Officer, recused himself from the
Board's deliberations due to his interest in Skylake Management LLP, which
acts as trustee.

 

The Incentive Shares were admitted to trading on 22 January 2026 and are
included in the Company's total voting rights. However, no voting rights will
be exercised in respect of these shares while held in trust. Voting rights
will only become exercisable upon release to beneficiaries following
achievement of the relevant milestones.

 

Market Capitalisation Milestones

Awards are cumulative and released in tranches upon achievement of each
threshold:

 

 Market Cap  No. Shares Awarded  Cumulative Shares Awarded
 £20m        33,333,333          33,333,333
 £40m        33,333,334          66,666,667
 £60m        33,333,333          100,000,000
 £80m        33,333,333          133,333,333
 £100m       33,333,334          166,666,667
 £125m       33,333,333          200,000,000
 £150m       33,333,333          233,333,333
 £175m       33,333,334          266,666,667
 £200m       33,333,333          300,000,000

 

Cancellation of Warrants

The Company has agreed to the cancellation of 100,505,435 warrants with an
exercise price of 0.23 pence per share held by former significant
shareholders.

 

The Company expects to cancel the remaining warrants with an exercise price of
0.23 pence per share in due course. Once completed, the cancellation is
expected to remove a long-standing structural overhang and support a
simplified capital structure ahead of future institutional engagement and
financing.

 

Share Issuance - Top-Up Shares

The Board has approved the issuance of additional ordinary shares pursuant to
a historic contractual adjustment mechanism.

 

Under a Bitcoin Mining Units Acquisition Agreement dated 26 June 2025, the
Company acquired 756 ASIC mining units from Quantum Research & Management
Ltd for total consideration of £200,000, to be satisfied through the issuance
of shares at 0.5 pence per share.

 

The agreement includes an adjustment mechanism such that, if the Company's
share price at the time of its prospectus is below 0.5 pence, additional
shares are to be issued to ensure the recipient receives shares with an
aggregate value of £200,000. Following the Company's fundraising at 0.15
pence per share, the total number of shares required to satisfy this
consideration is 133,333,333 ordinary shares. Of these, 40,000,000 shares were
issued at admission on 22 January 2026. The Company has now approved the
issuance of an additional 93,333,333 ordinary shares (the "Top-Up Shares") to
Skylake Management LLP, as assignee of Quantum, in full and final satisfaction
of the consideration.

 

The Company confirms that the issuance of the Top-Up Shares fully satisfies
the consideration payable under the Acquisition Agreement.

 

Related Party Transactions

Skylake Management LLP ("Skylake") is a related party of the Company by virtue
of Sath Ganesarajah, Chief Executive Officer, being a principal of Skylake. Mr
Ganesarajah did not participate in the Board's consideration of the matters
set out below.

 

Top-Up Shares

The issuance of the 93,333,333 Top-Up Shares to Skylake constitutes a related
party transaction. The Board (excluding Mr Ganesarajah) considers that the
terms of the transaction, arising from a pre-existing contractual obligation
entered into prior to his appointment as a director, are fair and reasonable
insofar as shareholders are concerned.

 

Other related party arrangements

The Company has also entered into, or formalised, the following arrangements
with Skylake and its affiliates:

·      £39,500 payable to Skylake in respect of Bitcoin acquired on
behalf of the Company

·      US$150,000 payable to BE AMI, deferred to 31 December 2028

·      £50,000 to be satisfied through the issuance of ordinary shares
at 0.15 pence per share

·      A restructuring fee comprising:

o  £150,000 to be satisfied through the issuance of ordinary shares at 0.5
pence per share; and

o  £750,000 deferred cash consideration, payable no earlier than 31 December
2028

·      £197,200 relating to acquired creditor positions, deferred to 31
December 2028

·      Ongoing advisory services from February 2026, remunerated at
£35,000 per month, to be satisfied through the issuance of ordinary shares

 

The deferred cash components described above are subject to the Company
maintaining:

(i)            a minimum 12-month cash runway following payment;
and

(ii)           a balance sheet with net assets in excess of £10
million.

The independent directors of the Company consider that the terms of the above
arrangements are fair and reasonable insofar as shareholders are concerned.

 

Admission and Total Voting Rights

Application will be made for the 93,333,333 Top-Up Shares to be admitted to
trading on the Main Market of the London Stock Exchange. Admission is expected
to occur at 8:00 a.m. on or around 10 April 2026.

 

The Top-Up Shares will rank pari passu in all respects with the existing
ordinary shares of the Company.

Following Admission, the Company's issued share capital will consist of
2,107,000,804 ordinary shares, each with one voting right. The Company does
not hold any shares in treasury.

 

This figure may be used by shareholders as the denominator for the purposes of
calculating their interests under the FCA's Disclosure Guidance and
Transparency Rules.

 

Treasury and Group Structure

The Board has ratified the Company's treasury structure, including the role of
Quantum Research & Management Ltd, in order to formalise the Company's
operating framework and align historical arrangements.

 

Background

The above actions relate primarily to legacy arrangements entered into during
a period in which the Company was stabilising its financial position and
operating with limited liquidity.

 

The Board believes that formalising these matters, simplifying the capital
structure, and aligning incentives positions the Company on a clean and fully
governed footing as it progresses its strategy.

 

The Company continues to operate with a minimal cash cost base, with board and
advisory services predominantly compensated in equity. This approach is
intended to preserve cash resources while aligning stakeholders with long-term
value creation. The Company is progressing its first revenue-generating
transaction and will provide further updates as appropriate.

 

For further information, please contact:

 

 Bluebird Mining Ventures Ltd
 Sath Ganesarajah, Chief Executive Officer  c/o +44 (0)20 4582 3500

 Gracechurch Group
 Harry Chathli, Alexis Gore, Anysia Virdi   +44 (0)20 4582 3500

 

About Bluebird Mining Ventures Ltd

Bluebird Mining Ventures (LSE: BMV) is a gold streaming, mining and treasury
company. The Company's mission is to build and manage a gold-backed treasury
through streaming agreements, providing investors with exposure to physical
gold without the operational risk of mining.

 

BMV focuses on streams from producing assets within the ore concentrate to
bullion value chain. Its investments secure multi-year flows of gold that can
be recycled into new transactions. This model enables scalable exposure to
gold without capital expenditure, or execution risks.

 

Drawing on its heritage in gold, BMV combines the stability of physical
bullion with the benefits of a scalable, disciplined business model. With a
focus on prudent capital allocation and treasury management, BMV aims to
deliver sustainable, long-term value for shareholders.

 

For more information, please visit: www.bmvbtc.com

 

 

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