REG - Hamak Strategy Ltd. - Proposed £30m ATM facility & £5m CLN Issuance

Hamak StrategyAnnouncement

15/10/2025 07:00

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RNS Number : 3793D  Hamak Strategy Limited  15 October 2025

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OF SUCH JURISDICTION.

15 October 2025

Hamak Strategy Limited

("Hamak" or the "Company")

 

Proposed £30 million ATM facility and

£5 million Convertible Loan Note Issuance

 

Hamak Strategy Ltd. (LSE: HAMA / OTCQB: HASTF), a company combining
traditional gold exploration in Africa with a Digital Asset Treasury
Management strategy, is pleased to announce it has signed a funding package
for a £5 million Convertible Loan Note ("CLN") with YA II PN, Ltd ("YA"), an
institutional investor managed by Yorkville Advisors Global (the "Yorkville
Group") which also includes a proposed At The Market ("ATM") facility with its
corporate broker AlbR Capital of up to £30 million.

 

Chairman Nick Thurlow commented: "We have been approached by a multitude of
parties offering various funding opportunities over the past few months. The
Yorkville Group and ATM deal stood out as a win for both the Company and our
investors as it provides Hamak with funding flexibility for us to pursue our
strategy on a managed basis.

 

"We look forward to a long partnership with the Yorkville Group and believe
that it can further assist us in the US and with the activation of our OTC
strategy.

 

"We will also announce further material developments in regard to our Treasury
policy shortly, where the market will be able to see our commitment to our
dual gold/bitcoin strategy to grow shareholder value."

 

Convertible Loan Note ("CLN")

 

The principal amount of the CLN is £5 million which will be drawn down, net
of fees.

 

The CLN is conditional inter alia on certain conditions precedent ("Conditions
Precedent"), which shall be satisfied within 30 days, including:

 

(i)         the passing of a shareholder resolution ("Waiver
Resolution") to be proposed at a general meeting of the Company to be held on
3 November 2025 at 11.30 ("General Meeting") to waive all and any pre-emption
rights in respect of the issue of (a) shares to cover repayment should YA
exercise its conversion rights and (b) any shares to be issued pursuant to the
ATM;

(ii)        the establishment of certain security arrangements to
support the CLN; and

(iii)       the execution of the ATM.

The CLN can be converted into new Hamak shares by YA at a 20% premium to the
lower of:

 

(i)         the Closing Price of the Shares at the end of the trading
day immediately prior to the Completion Date (being the date on which all
conditions precedent to drawdown of the funds are met); and

(ii)        the average of the VWAP over the five trading days ended on
the trading day immediately preceding the Completion Date.

Repayment of the loan will be amortised at a rate of £500,000 (plus any
accrued interest) per month over one year after the first sixty days from draw
down, unless YA has previously exercised its conversion rights.  The loan
attracts a modest 5% coupon which will begin to accrue from the first drawdown
after Completion Date.  The Company has the option to repay the CLN early,
and proceeds received from the ATM will first be used to repay the CLN.

 

At the Market ("ATM") Facility

 

The Company is also pleased to announce that it has provisionally agreed to
enter into an ATM facility of up to £30 million with its broker AlbR
Capital.  The purpose of the ATM is to provide the Company with a controlled
mechanism to issue new shares in the future to raise capital to fund the
progression of the Company's ambitious gold and bitcoin treasury management
growth plans and to repay the amortisation of the YA CLN.

 

The Company will be fully in control of the use of the ATM including setting a
variable floor price and volume of shares to be traded, as well as when to
trade shares.  This ensures an orderly market of its shares to meet future
demand and ensures the maintenance of an orderly market in the Company's
shares at all times.

 

Entering into the full formal ATM agreement is expected to be achieved prior
to the General Meeting, at which time a further announcement will be made. As
with the CLN issuance, the use of the ATM facility is, de-facto, subject to
shareholder approval to issue new shares.

 

General Meeting

 

The CLN has been signed with drawdown of the CLN and issuance of new shares
via the ATM being conditional on (inter alia) the Waiver Resolution being
passed at the General Meeting.

 

A notice of meeting circular and voting proxy forms are expected to be posted
to shareholders on or about 17(th) October 2025 and the General Meeting is
scheduled for 3 November at 11am at the offices of AlbR Capital at 80
Cheapside, London, EC2V 6EE.

 

The Company advises that it has secured Irrevocable Undertakings to vote in
favour of the Waiver Resolution, primarily from its Board and management as
well as certain large shareholders, for a total of 26.25% of the current
issued share capital.

 

Dr Arthur Laffer's UK visit

 

During the week commencing 20 October 2025, Dr Arthur Laffer will be visiting
the UK for a series of public appearances, which includes a panel event at the
London School of Economics. As part of his itinerary, on 22 October, Dr Laffer
will be speaking to a select group of investors at an event hosted by Hamak,
which will also include a short company presentation. No new company
information will be disclosed at the event.

 

For further information on Hamak you are invited to view the company's website
at https://hamakstrategy.com/ (https://hamakstrategy.com/) or please contact:

 

 Hamak Strategy Limited

 Nick Thurlow                             n.thurlow@hamakgold.com (mailto:n.thurlow@hamakgold.com)

                                          n.thurlow@hamakstrategy.com (mailto:n.thurlow@hamakstrategy.com)

 Karl Smithson                            k.smithson@hamakgold.com (mailto:k.smithson@hamakgold.com)

                                          k.smithson@hamakstrategy.com (mailto:k.smithson@hamakstrategy.com)
 AlbR Capital Limited (Corporate Broker)  +44 (0) 20 7469 0930

 Yellow Jersey PR

 Annabelle Wills                          +44 (0) 20 3004 9512

 

About Hamak Strategy Limited

 

Hamak Strategy Limited (LSE: HAMA / OTCQB: HASTF) is a UK listed company
focussed on gold exploration in Africa and with a strategy of pursuing an
appropriate and compliant BTC/ crypto treasury management policy.

Important Notice

The Company maintains some of its treasury reserves and surplus cash in
Bitcoin, a form of cryptocurrency. The Company is not authorised or regulated
by The Financial Conduct Authority (FCA) and Bitcoin investments are generally
not subject to regulation by the FCA or otherwise in the United Kingdom.
Neither the Company nor investors in the Company's shares are protected by the
UK's Financial Ombudsman Service or the Financial Services Compensation
Scheme.

The FCA considers Bitcoin investments to be high-risk. The value of Bitcoin
can go up as well as down, leading to fluctuations in the value of the
Company's Bitcoin holdings, and the Company may not be able to realise its
Bitcoin holdings for the same amount it paid to acquire them, or even for the
value the Company currently attributes to its Bitcoin positions.

The Company's Board of Directors have identified the following risks in
relation to the holding of Bitcoin, which are not exhaustive:

•           The value of Bitcoin can be highly volatile, with its
value falling as quickly as it rises. Investors in Bitcoin must be prepared to
lose all money invested.

•           The Bitcoin market is largely unregulated. There is a
risk of losing money due to factors such as cyber-attacks, financial crime,
and counterparty failure.

•           The Company may not be able to sell its Bitcoin at
will. The ability to sell Bitcoin depends on various factors, including the
supply and demand in the market at the relevant time. Operational failings
such as technology outages, cyber-attacks, and comingling of funds could cause
unwanted delays.

•           Cryptoassets carry a perception of fraud, money
laundering, and financial crime.

An investment in the Company is not an investment in Bitcoin itself, but
prospective investors in the Company are encouraged to conduct their own
research before investing and should be aware that they will have indirect
exposure to the high-risk nature of cryptoassets, including their volatility,
and could therefore sustain large or total losses of their investment.

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