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RCS - B HODL PLC - Intention to Float

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RNS Number : 4205Z  B HODL PLC  16 September 2025

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR
INTO THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, OR THE REPUBLIC OF SOUTH
AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION
OR BREACH OF ANY APPLICABLE LAW.  This announcement is not a prospectus nor
an offer of securities for sale in any jurisdiction, including in or into the
United States, Canada, Japan, Australia or South Africa.  Neither this
announcement, nor anything contained herein, shall form the basis of, or be
relied upon in connection with, any offer or commitment whatsoever in any
jurisdiction. Investors should not purchase any shares referred to in this
announcement except solely on the basis of the information contained in an
admission document in its final form (together with any supplementary
admission document, if relevant) (the "Admission Document"), including the
risk factors set out therein, that may be published by B HODL Plc (the
"Company" or "B HODL") in due course in connection with a possible offer of
ordinary shares in the Company ("Ordinary Shares") and the possible admission
to listing of Ordinary Shares to the AQSE Growth Market Access Segment. A copy
of the Admission Document published by the Company, is available on the
Company's website: bhodl.com

 

16 September, 2025

B HODL Plc

("B HODL", "the Company")

 

Intention to Float

 

Application for Admission to trading on the Access Segment of the AQSE Growth
Market

Subscription to raise approximately £13.3 million

WRAP Retail Offer to raise approximately £500,000

 

Generating Revenue from Bitcoin Treasury

 

B HODL, the first British company founded exclusively for Bitcoin accumulation
and revenue generation, is pleased to announce its intention to seek the
admission of its Ordinary Shares to trading on the Access segment of the AQSE
Growth Market ("Admission").  Admission is targeted for 22 September 2025.

The Company has conditionally raised approximately £13.3 million by way of a
subscription for 95,251,802 New Ordinary Shares (the "Subscription Shares") at
14 pence per share ("Issue Price") and is proposing to make a WRAP Retail
Offer of around 3,571,427 New Ordinary Shares at the Issue Price to raise a
further approximately £500,000.

B HODL has today published an admission document ("Admission Document")
containing further information about the above proposals ("Proposals").

Highlights

·      A world class Board and Management team, comprising 40+ years of
combined experience in the Bitcoin industry.

·      Exclusively focused on Bitcoin-related activities; building
robust and sustainable revenue streams from strategically acquired Bitcoin.

·      Operating a 5-year-old Bitcoin Lightning Node ranked among the
global top 100 in capacity, generating routing fee income, with short term
plans to scale up via further Nodes.

·      Low operating costs allowing for c. 90% of equity funding to be
focused on strategic Bitcoin accumulation, delivering long-term asymmetric
returns.

·      Focused on supporting the development of the Bitcoin ecosystem,
contributing to its infrastructure and advancing its use as a global financial
standard.

·      Endorsed by leading Bitcoin figures with influential investors
including Adam Back, CEO and co-founder of Blockstream.

Further information about B HODL and its business is set out in the Appendix
below.

Board & Management

At Admission, the Board will comprise a Non-Executive Chairman, four Executive
Directors and one other Non-Executive Director.

Brief biographical details of the Directors are set out below:

David Jaques, (aged 69), Non-Executive Chairman

David is a seasoned financial executive with over 40 years of experience in
the financial industry. His expertise spans financial management, corporate
governance and leadership across private equity, venture capital and public
companies.

David currently serves as Chief Financial Officer of Mendable Worldwide Ltd.,
an organisation dedicated to global mental health advocacy. He is also an
Independent Director and Audit Committee Chair of Cathedra Bitcoin Inc. (TSXV:
CBIT) and Bluedot Innovation Inc. His board experience includes multiple
publicly listed companies where he has chaired audit committees, providing
oversight of financial reporting, internal controls, and compliance.

Earlier in his career, David was the first Chief Financial Officer of PayPal
Inc., where he established the company's financial and administrative
functions during its formative growth. He also served as Chief Administrative
Officer at BlueRun Ventures, helping grow assets under management from $150
million to $1 billion, and held senior financial leadership roles at Silicon
Valley Bank and Barclays Bank PLC.

David holds a Higher National Diploma in Business Administration from the
Polytechnic of the South Bank, London. He is an Associate of the Institute of
Bankers (UK) and a former Fellow of the Association of Chartered Certified
Accountants (UK).

Frederick Edmund New (Freddie), (aged 45) Chief Executive Officer and
Executive Director

Freddie is the co-founder of Bitcoin Policy UK, the leading non-profit
organisation focused on engaging UK policy makers, regulators and the public
on the role of Bitcoin in a modern society.  Freddie is a qualified solicitor
who has worked primarily in the private equity and special situations teams of
leading UK and US law firms, with experience advising the boards of both
listed and unlisted companies.  He has been a member of the C-Suite at an
engineering start-up for several years, and his practice now primarily focuses
on consulting roles with early-stage companies in the fintech, payments and
engineering sectors. He is an alumnus of Queens' College, Cambridge, and BPP
Law School, London.

Daniel Lawrence Scott (Danny), (aged 39) Chief Bitcoin Officer and Executive
Director

As co-founder and CEO of CoinCorner, Danny has built one of the world's
longest-standing Bitcoin companies, which has been operating since 2014. Under
his leadership, CoinCorner has become a platform for Bitcoin custody,
payments, and infrastructure, with a reputation for regulatory compliance and
innovation.

Danny is a vocal advocate for Bitcoin adoption in the UK, frequently
contributing to industry discussions, media appearances, and policy efforts.

With software development at his core, Danny is one of a relatively few people
to contribute to Bitcoin Core, as well as creating "The Bolt Card" alongside
Zakk (CTO) opening up secure and safe NFC (Contactless) capabilities for
Bitcoin payments.

David Patrick Martin Boylan, (aged 40) Chief Finance Officer and Executive
Director

David has served as CFO of CoinCorner for six years, overseeing the financial
operations of one of the UK's longest-running Bitcoin companies.

A qualified finance professional, David brings over 17 years of experience
across all levels of finance, with a track record in strategic financial
leadership, treasury management and business growth within the fintech and
cryptocurrency sectors.

Zakk Jon Lakin, (aged 30) Chief Technical Officer and Executive Director

Zakk is an experienced software engineer with over seven years of expertise in
the Bitcoin industry. He is CTO at CoinCorner and has been instrumental in the
design, development, and delivery of pioneering products utilising Bitcoin and
Lightning Network technologies. At CoinCorner, Zakk has been responsible for
overseeing technical strategy, infrastructure, and product development
roadmap, while leading a team of developers focused on innovation and growth.
He holds a First-Class Honours degree in Computer Science from the University
College Isle of Man.

Russell Allen Farrington (Allen), (aged 33) Non-executive Director

Allen is a co-founder of Axiom Venture Partners Ltd, a bitcoin native
corporate finance and venture capital firm, where he serves as General Partner
of Axiom Venture Funds I and II. Prior to this, Allen spent seven years at
Baillie Gifford & Co., one of the UK's leading investment management
firms, where he held positions across international growth equities, US and
Japanese equities and investment-grade credit teams.

Allen holds a First-Class Joint Honours degree in Mathematics and Philosophy
from the University of St Andrews. He has passed CFA Levels I and II and
brings a strong background in both traditional finance and venture capital.

Directors' Disclosures

The information about the Directors which is required to be disclosed is set
out in the Admission Document. There is no further information which is
required to be disclosed pursuant to Rule 4.9 of the rules of the Access
segment of the AQSE Growth Market.

 

Influential Investors

The Subscription has attracted a significant number of high-profile investors
from within the Bitcoin industry, including Adam Back, CEO and co-founder of
Blockstream, and Joe Nakamoto, a well-known Bitcoin journalist and educator,
among others. A list of strategic investors can be found here:
https://bhodl.com/investors/strategic-investors
(https://bhodl.com/investors/strategic-investors)

Equity fundraising & Winterflood Retail Access Platform Offer

Conditional on Admission, investors have entered into subscription letters
directly with the Company to subscribe for 95,251,802 Subscription Shares at
14 pence per share, which has raised £13,335,256.38 for the Company (before
expenses), to allow the company to execute its strategy of acquiring Bitcoin
and undertaking Bitcoin related operational activities, primarily the
operation of Lightning Nodes and routing Bitcoin transactions through the
Lightning Network.

In addition, B HODL is pleased to announce that it intends to extend the
investment opportunity to new retail investors via a retail offer which will
be undertaken via the Winterflood Retail Access Platform ("WRAP"), to raise up
to £500,000 of gross proceeds. The WRAP Retail Offer is being undertaken to
allow qualifying new retail shareholders in the United Kingdom an opportunity
to participate in the IPO at the Issue Price. It is expected that the WRAP
Retail Offer will launch shortly and will be open for applications until 15:00
on 19 September 2025 (or such later time and date as the Company, and
Winterflood may agree). The application for Admission is not conditional on
the WRAP Retail Offer. There can be no guarantee that the WRAP Retail Offer
will be fully subscribed. The WRAP Retail Offer is conditional on Admission. A
further announcement will be made in due course regarding the WRAP Retail
Offer and detailing its terms.

 

Commenting, Freddie New, CEO of B HODL, said:

 

"Bitcoin is our business - both in terms of our intention to acquire a
significant Bitcoin treasury, and in our plans to use that Bitcoin to
strengthen and develop Bitcoin's payment capabilities via our operation of one
of the world's most highly ranked Lightning nodes.

 

Bitcoin's market capitalisation now sits at around $2 trillion, but we believe
that this represents just a small fraction of its potential value in the
foreseeable future. It's also an asset to which many investors are
underexposed. We have therefore come together to create B HODL, with a team
that includes leading figures from the Bitcoin industry and who also have
significant experience in paytech and asset management. Through B HODL,
investors can gain price exposure to Bitcoin and to the growing payment
revolution that we believe it represents, participating indirectly in the
continuing growth, strength and stability of the industry."

 

Danny Scott, CBO of B HODL, said:

 

"We are committed to making B HODL the leading UK listed Bitcoin company and
believe that we have the people, network, knowledge and strategy to
successfully deliver on this ambitious objective. We are extremely excited
about the future and look forward to providing regular updates on our
progress.

 

I hope that we can inspire a new wave within Bitcoin treasury companies whose
core business is to utilise the treasury asset itself, allowing for a pure
focus on Bitcoin."

 

 

Contact:

 

 B HODL
 Freddie New, Chief Executive             freddie@bhodl.com
 Danny Scott, Chief Bitcoin Officer       danny@bhodl.com

 Communications Team                      comms@bhodl.com

 First Sentinel (AQSE Corporate Adviser)
 Paul Shackleton                          paul.shackleton@first-sentinel.com
 Beatriz Iribarren                        beatriz.iribarren@first-sentinel.com

 Celicourt Communications (Financial PR)  +44 (0)20 7776464
 Mark Antelme                             bhodl@celicourt.uk
 Jimmy Lea

IMPORTANT NOTICES

This announcement is for information purposes only and does not constitute, or
form part of, any offer or invitation to sell or issue, or any solicitation of
any offer to purchase or subscribe for, any ordinary shares in the capital of
the Company ("Ordinary Shares"), nor shall it (or any part of it) or the fact
of its distribution, form the basis of, or be relied on in connection with,
any contract therefore. In particular, this document does not constitute,
contain or form part of any offer of transferable securities to the public
within the meaning attributed to that phrase by Section 102B of FSMA.

First Sentinel Corporate Finance Limited ("First Sentinel"), which is
authorised and regulated by the Financial Conduct Authority, is the Company's
AQSE Corporate Adviser for the purposes of Admission. First Sentinel has not
made its own enquiries except as to matters which have come to its attention
and on which it considered it necessary to satisfy itself and accepts no
liability whatsoever for the accuracy of any information or opinions contained
in this announcement, or for the omission of any material information, for
which the Directors are solely responsible. First Sentinel is acting for the
Company and no one else in relation to the arrangements proposed in this
announcement and will not be responsible to anyone other than the Company for
providing the protections afforded to its clients or for providing advice to
any other person on the content of this announcement.

OVERSEAS SHAREHOLDERS

This announcement does not constitute an offer to sell, or a solicitation to
buy Ordinary Shares in any jurisdiction in which such offer or solicitation is
unlawful. In particular, this announcement is not, subject to certain
exceptions, for distribution in or into the United States, Canada, Australia,
the Republic of South Africa or Japan. The Ordinary Shares have not been nor
will be registered under the United States Securities Act of 1933, as amended,
nor under the securities legislation of any state of the United States or any
province or territory of Canada, Australia, the Republic of South Africa or
Japan or in any country, territory or possession where to do so may contravene
local securities laws or regulations. Accordingly, the Ordinary Shares may
not, subject to certain exceptions, be offered or sold directly or indirectly
in or into the United States, Canada, Australia, the Republic of South Africa
or Japan or to any national, citizen or resident of the United States, Canada,
Australia, the Republic of South Africa or Japan.

The distribution of this announcement in certain jurisdictions may be
restricted by law. No action has been taken by the Company or First Sentinel
that would permit a public offer of Ordinary Shares or possession or
distribution of this announcement where action for that purpose is required.
Persons into whose possession this announcement comes should inform themselves
about, and observe any such restrictions. Any failure to comply with these
restrictions may constitute a violation of the securities laws of any such
jurisdiction. Holding Ordinary Shares may have implications for overseas
Shareholders under the laws of the relevant overseas jurisdictions. Overseas
Shareholders should inform themselves about and observe any applicable legal
requirements. It is the responsibility of each overseas Shareholder to satisfy
himself as to the full observance of the laws of the relevant jurisdiction in
connection therewith, including the obtaining of any governmental, exchange
control or other consents which may be required, or the compliance with other
necessary formalities which are required to be observed and the payment of any
issue, transfer or other taxes due in such jurisdiction.

FORWARD-LOOKING STATEMENTS

This announcement contains forward-looking statements. These statements relate
to the Company's future prospects, developments and business strategies.

Forward-looking statements are identified by their use of terms and phrases
such as "believe", "could", "envisage", "estimate", "intend", "may", "plan",
"will" or the negative of those variations or comparable expressions,
including references to assumptions.

The forward-looking statements in this announcement are based on current
expectations and are subject to risks and uncertainties that could cause
actual results to differ materially from those expressed or implied by those
statements. Certain risks to and uncertainties for the Company are
specifically described in Part II of the Admission Document headed "Risk
Factors". If one or more of these risks or uncertainties materialises, or if
underlying assumptions prove incorrect, the Company's actual results may vary
materially from those expected, estimated or projected. Given these risks and
uncertainties, potential investors should not place any reliance on
forward-looking statements.

These forward-looking statements are made only as at the date of this
announcement. Neither the Directors nor the Company undertake any obligation
to update forward-looking statements or Risk Factors other than as required by
law or the AQSE Growth Market Access Rulebook whether as a result of new
information, future events or otherwise. However, nothing in this announcement
shall be effective to limit or exclude liability for fraud or which, by law or
regulation, cannot otherwise be so limited or excluded.

 

Appendix

INFORMATION ON THE COMPANY

1.    Background

Bitcoin is an emerging monetary asset, with a fixed supply schedule and a
finite amount. B HODL Plc was incorporated in the Isle of Man on 12 June 2025
with the intention to capture the significant growth potential of Bitcoin and
the Bitcoin industry.  B HODL is focused from inception both on Bitcoin
revenue generation and the ongoing growth of the Bitcoin industry and
ecosystem. The Company aims to generate revenues from its holdings of Bitcoin,
undertaking Bitcoin related operational activities, primarily the operation of
Lightning Nodes and routing Bitcoin transactions through the Lightning
Network.  B HODL comprises a team which the Directors believe includes some
of the most experienced professionals currently working in the Bitcoin space,
as well as experts from paytech, financial services and markets and the legal
profession.

The Company will leverage its exclusive relationship with CoinCorner, a
leading British Bitcoin exchange, and acquire a significant Bitcoin treasury.
It will execute revenue generating activities from its Bitcoin treasury using
its expert management team and employees, who have, between them, over 40
years' experience of operating across the entire spectrum of the Bitcoin
ecosystem, in addition to considerable depth of experience in financial
services, law, investment management, fintech and in start-up businesses.

The Company further aims to maintain lower expense ratios than other
comparable operators currently in the UK market.

Long term vision

The Directors have a long-term vision to become a global player in Bitcoin
services, with a focus specifically on Lightning liquidity and infrastructure,
which they believe will be required for the Bitcoin ecosystem to mature and
spread to mainstream adoption.

By way of comparison, fiat-based payment systems such as SWIFT, Visa, and SEPA
are currently used for moving fiat currency from institution to institution,
both locally and internationally.

Bitcoin's Lightning Network is the equivalent of these in the Bitcoin
ecosystem, but open and permissionless, allowing for cost efficient and almost
instantaneous settlement, in stark contrast to settlement timelines often seen
in fiat systems, which typically take a number of days to complete.  The
Lightning Network provides a better, faster payment solution, experience and
greater inclusion globally.

The Directors believe that over the medium term the Bitcoin Lightning Network
will begin to replace many legacy fiat payment systems but will require
institutional scale infrastructure and liquidity. B HODL's primary strategy is
to position itself at the epicentre of this burgeoning ecosystem, building
foundations for the future by operating Lightning Nodes on the Lightning
Network and using its own Bitcoin Treasury to provide liquidity to these
Nodes, which will begin to generate revenue immediately for the Company.  The
Directors believe this is a strategy all public companies acquiring Bitcoin
will eventually seek to emulate in years to come. However, B HODL will benefit
from executing that strategy today, gaining first mover advantage and scaling
under the leadership of a team whose experience in this area the Directors
believe will be difficult to match.

To date many organisations have been deterred from adopting Bitcoin for
institutional settlement due to its volatility. However, stablecoins, such as
Tether, are now launching on the Bitcoin Lightning Network, allowing Bitcoin
to provide the settlement infrastructure and liquidity, while providing for
transaction values to be maintained through their peg to a stablecoin. The
Directors believe this development offers potentially significant scaling
opportunities for the Lightning Network with commensurate revenue generation
opportunities for businesses which are capable of operating the infrastructure
and providing liquidity to it.

The Directors believe that certain international banks have begun to not only
explore the use of the Lightning Network for customer Bitcoin transactions but
actually begin integrations and launch Bitcoin Lightning access for their
customers.

2.    Summary of Investment Case

The Directors believe that B HODL presents investors with an attractive
opportunity based on the following:

·    Experienced Leadership: B HODL's Board, management team and Strategic
Advisors bring decades of expertise in the Bitcoin ecosystem, fintech,
financial services, governance, investment management and law;

·        Operational Focus: B HODL is exclusively focused on
Bitcoin-related activities, primarily the generation of robust and sustainable
revenue streams from its own strategically acquired Bitcoin treasury. This
focused approach ensures operational efficiency and avoids unnecessary
distraction from other non-Bitcoin related, tangential activities.

·        Exposure to Bitcoin Lightning Network growth: B HODL offers
investors exposure to the rapidly expanding Bitcoin Lightning Network as it
scales through increasing Bitcoin usage and stablecoin adoption. The operation
of Lightning Network infrastructure will be a key B HODL revenue driver over
the coming years. Tether (USDT) is being added to the Bitcoin Lightning
Network and the stablecoin market as a whole currently processes $2 Trillion
of monthly transfer volume. The Directors believe that B HODL will aim to
capture 1% of the entire Lightning Network volume.

·        Strategic Partnership with CoinCorner: CoinCorner, a trusted
British Bitcoin exchange since 2014, is a key partner and shareholder of B
HODL, providing:

o  Bitcoin Acquisition: Facilitating B HODL's purchase of Bitcoin through
CoinCorner's exchange services.

o  Top 100 Lightning Node: a 5-year-old Lightning Network node, ranked among
the global top 100 by capacity.

o  Operational Services: Marketing support, compliance assistance, technical
services, and premises access.

·        The Directors believe that B HODL's low operating costs will
allow for up to 90% of equity funding to be focused on strategic Bitcoin
accumulation, which they expect to deliver long-term asymmetric returns.

·        High standards of Corporate Governance and transparency to
the market based on the adoption of the QCA Code and adherence to it from a
highly experienced Board and advisory support network

·        The Company's aggressive Bitcoin acquisition strategy which,
the Directors believe, will lead to B HODL quickly gaining the scale required
to be a leading player globally in the Bitcoin infrastructure and treasury
space.

·        Bitcoin as a strategic asset and commodity: The Directors
consider Bitcoin to be both a strategic asset and a commodity, representing an
emerging monetary asset within a global financial market estimated at
approximately US$900 trillion. Bitcoin currently accounts for around 0.2% of
this value, with its long-term potential envisaged by industry commentators to
reach 2 to 20% should adoption continue to broaden. Bitcoin's unique
characteristics, including its fixed supply of 21 million units, each of which
is divisible into 100 million units (called satoshis), portability, and
transparency via its public ledger, are central to its value proposition.

·        These features distinguish Bitcoin from fiat currencies,
which are subject to inflationary pressures and central bank control, and from
traditional stores of value such as gold, which lack digital portability. The
Directors believe these position Bitcoin to play an increasingly significant
role in global financial markets as a hedge against monetary instability and,
including the Lightning Network, as a foundation for new payment
infrastructure. This context underpins the Company's treasury led strategy of
accumulating Bitcoin for long term appreciation while deploying it
operationally to generate revenue through Lightning Network routing and
related services.

3.    Strategy and Objectives

 The core strategy of the Company is to generate revenues from its
significant and expanding Bitcoin treasury. Initially B HODL will focus on
generating revenue through the operation of Lightning Nodes as outlined
above.  It will use its own Bitcoin Treasury to provide the liquidity
required to permit the rapid scaling of operations leading to increasing
routing fees being secured. The Company will seek to expand its revenue
generating activities and adopt new opportunities as they arise. The Directors
believe that revenue generating activities will grow and diversify markedly in
the future.

B HODL intends to accumulate a significant amount of Bitcoin, as quickly as
possible, funded by further issues of Ordinary Shares. Any such fund raising
will be opportunistic and only to the extent that terms offered reflect a
premium to the prevailing Net Asset Value of the Company. Unlike other public
companies holding Bitcoin, B HODL will utilise its Bitcoin treasury by
allocating it to several revenue generating operational activities.  This
will initially and primarily entail revenue derived from operating Lightning
Nodes which permit the routing of Bitcoin transactions through the Lightning
Network. Lightning Node operators are able to charge routing fees to generate
revenue.  The Directors intend that in due course the Company will also sell
inbound liquidity to other Lightning Node operators.

Subsequent revenue generating operational activities which have been
identified by the Directors and which they intend to explore within the first
12 months following Admission include:

●          the provision of Bitcoin liquidity to Bitcoin Mining
Pools;

●          the provision of Bitcoin collateral to other businesses
offering Bitcoin backed loans; and

●          offering Bitcoin Advisory Services primarily to UK based
businesses seeking to adopt a Bitcoin strategy of their own.  The Directors
believe this is likely to cover discrete areas such as treasury strategy,
accepting Bitcoin transactions, Bitcoin custody best practice and corporate
Bitcoin education.

The Directors will procure that all allocations to revenue generating
activities will be monitored in real time and allocations will be adjusted
according to the levels of revenues being generated and the associated risks
by each activity.  Members of the B HODL team are recognised experts in this
field, having been involved in such revenue generation activities since the
inception of the Lightning Network.

An initial allocation of around 10% of equity funds raised will be directed
towards the Company's ongoing working capital requirements with the remainder
available for Bitcoin acquisition.  Operating costs are forecast to remain
relatively fixed over the medium term, enhancing capital efficiency and gross
margin as the business scales.  A key strategy will be to build an
operational treasury that can sustain a minimum of four years of core costs,
enabling long-term planning and resilience across the volatility of Bitcoin
cycles.

4.    Organisation

The Directors intend that B HODL will be managed by a team of leading Bitcoin
operators with significant expertise in revenue generation activities,
corporate governance, asset management and fintech. All revenue generation and
Bitcoin advisory activities will be carried out within the Company. The
acquisition of Bitcoin will be carried out by B HODL through the exchange
service provided by CoinCorner, a registered Bitcoin exchange operating in the
Isle of Man for over 11 years.  The Company has entered into a services
agreement with CoinCorner to provide operational systems, marketing support,
compliance assistance, technical services access to shared office premises and
a 40 year lease of an initial Lightning Node.

This agreement allows the Company to leverage CoinCorner's 11-year operational
track record, freeing up capacity within the Company to execute on revenue
generating and advisory activities, offering shareholders the prospect of
increased returns based on significant revenue generation rather than simple
non-productive custody of Bitcoin as an asset.  It also provides the Company
with access to immediately available institutional grade infrastructure and
avoids significant cost expenditure from within the Company.

CoinCorner, one of the world's longest established Bitcoin companies is a
Bitcoin only business, with a clear focus on building infrastructure, tools,
and services that support the Bitcoin ecosystem. Unlike many platforms that
promote altcoins (being any cryptocurrency coin other than Bitcoin) or
speculative trading products, CoinCorner remains committed to Bitcoin as the
foundation for financial innovation.

CoinCorner offers a range of services, including secure custody, payments
infrastructure, merchant solutions, and consumer access to Bitcoin. Trusted by
hundreds of thousands of individuals and businesses, CoinCorner has earned a
reputation for regulatory compliance, product reliability, and principled
leadership.

CoinCorner was one of the earliest companies globally to adopt the Lightning
Network, integrating it over five years ago. CoinCorner is also the creator of
The Bolt Card, a contactless Bitcoin payment card that has become a
breakthrough in real world Bitcoin payments. All of CoinCorner's technology
and services are developed in house by a dedicated team, ensuring full
control, security, and adaptability.

As part of the relationship with CoinCorner, B HODL will lease a 5 year old,
global top 100 Lightning Node (ranked by capacity) which the Directors have
been running and maintaining for CoinCorner.

This is beneficial for the Company as channels are often created and
transactions routed through nodes that are reputable via a multitude of
metrics, one being age and one being capacity.

This is also publicly verifiable via multiple websites to aid in proof that
the Directors have managed a commercial 5 year old Bitcoin Lightning Node.

This will enable the Company to commence Lightning Node operation immediately
with the intention to set up further nodes as soon as practicable thereafter.

- Ends -

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