REG - DEFI Dev Corp UK PLC - Revolving Credit Facility / Term Sheet for CLN

DeFi Development UKAnnouncement

26/01/2026 07:00

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RNS Number : 2505Q  DEFI Development Corporation UK PLC  26 January 2026

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.

26 January 2026
DeFi Development Corporation UK PLC

(the "Company")

 

Revolving Credit Facility / Term Sheet for up to $50 Million Convertible Loan
Note

 

DeFi Development Corporation UK PLC (LSE: DFDV) a Main Market listed company
which offers both an AI agent platform that enables businesses to automate
tasks through the use of specialised digital workers for sales, recruitment
and research as well as a SOL treasury, is pleased to announce that it has
entered into a revolving credit facility agreement (the "Facility") with DeFi
Development Corp. (NASDAQ: DFDV) (the "Lender" or the "Investor").

 

Under the terms of the Facility, the Lender has agreed to make available to
the Company a revolving credit facility of up to USD 4.75 million. The
Facility has a term of 36 months from the date of the agreement, with
availability ending one month prior to final maturity.

 

Amounts drawn under the Facility will bear interest at a rate of 10 per cent.
per annum, calculated on a daily basis. Payment of any interest accrued during
the first year shall be deferred until the first anniversary of the agreement.
The Facility may be drawn, repaid and re-drawn during the availability period,
subject to customary conditions.

 

The proceeds of the Facility will be used for the Company's general corporate
and working capital purposes.

 

The Facility is unsecured and contains customary representations, undertakings
and events of default for a financing of this nature, including provisions
relating to change of control. No financial covenants apply.

 

The Company believes that the Facility strengthens its liquidity position and
provides additional financial flexibility to support its ongoing operations
and strategic objectives.

 

Signing of Non-Binding Term Sheet for Proposed Convertible Loan Note

 

Additionally, the Company announces that it has entered into a non-binding
term sheet (the "Term Sheet") with the Investor in relation to a proposed
convertible loan note transaction of USD 50 million (the "Proposed
Financing").

 

The Proposed Financing is expected to be denominated in SOL, with interest and
maturity amounts referenced to SOL, and is expected to have a maturity of five
years from drawdown. The indicative interest rate is expected to be 8.5 per
cent. per annum, accruing daily and payable semi-annually, with interest
during an initial period of one year accruing but not payable until the expiry
of that period. Subject to the final terms, the Company may have the option,
for a limited period, to satisfy a portion of interest payments by the
allotment and issue of ordinary shares in the capital of the Company.

 

The Proposed Financing contemplates an indicative conversion price of 200
pence per ordinary share. The Proposed Financing would be unsecured and rank
pari passu with the Company's other unsecured indebtedness. The indicative use
of proceeds is for the Company's general business purposes.

 

The Term Sheet is non-binding and does not constitute a legally binding
agreement and does not commit either party to proceed with the Proposed
Financing. The Proposed Financing remains subject to, among other matters, the
negotiation and execution of definitive documentation, satisfaction of
applicable corporate and regulatory approvals, and other customary conditions.
There can be no assurance that the Proposed Financing will be completed, nor
as to the terms on which it may be completed.

 

If the Company proceeds with the Proposed Financing, further details will be
announced in due course.

 

Comments from Michael Chan, CEO of DeFi Development Corporation UK PLC:

 

We are pleased to have secured a USD 4.75 million revolving credit facility
from DeFi Development Corp which will provide immediate financial flexibility
as we continue to develop our Solana focused digital asset strategy. The
non-binding term sheet in respect of a USD 50 million convertible loan note
represents a significant vote of confidence from DeFi Development Corp in our
strategy and long term goals.

 

 

 

The Directors of DeFi Development Corporation UK PLC accept responsibility for
this announcement.

 

For further information:

 

 DeFi Development Corporation UK PLC
 Michael Chan                                investors@defidevcorp.co.uk

 Director

 First Sentinel (Corporate Adviser)  

 Brian Stockbridge                           brian@first-sentinel.com (mailto:brian@first-sentinel.com)              +44 (0) 7858 888 007

                                               

 Fortified Securities (Broker)  
 Guy Wheatley                                                                                                        +44 (0) 7493 989014

 

 

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