SatoshiPay Update

Blue Star Capital plc (AIM: BLU), the investing company with a focus on blockchain, esports and payments, announces that its investee company, SatoshiPay Ltd ("SatoshiPay"), has completed a EUR400,000 fundraise, through a SAFE (Simple Agreement for Future Equity) funding round marketed to existing investors in SatoshiPay. Blue Star subscribed for EUR75,000 in the SAFE funding round, in line with its intentions announced on 17 December 2024.

A SAFE funding round does not immediately issue equity or change the shareholding structure of SatoshiPay. Conversion of the SAFE funding into equity will only occur in the event of satisfying its predefined conditions, including but not limited to; a future funding round, a change of control, or an IPO, as outlined in the SAFE agreement.

The SAFE funding was completed at a valuation cap of EUR2.5 million, which sets the maximum price at which the SAFE funding converts, representing a significant discount compared to SatoshiPay's last equity funding round in February 2019. The true valuation of SatoshiPay at the time of the conversion will depend on the terms of any future equity funding round.

In addition to Blue Star, the other key investors that participated in the SAFE funding were Meinhard Benn, founder and Chairman of SatoshiPay and Daniel Masters, Non-Executive Director of SatoshiPay and Chairman of CoinShares Limited, both investing in a personal capacity. The SAFE fundraise, in conjunction with the grant awarded by the Web3 Foundation for approximately US$460,000 announced 18 February 2025, will provide SatoshiPay with sufficient working capital ahead of a further anticipated Series A fundraising for SatoshiPay in 2025.

The Company recognises that the SAFE fundraise is a positive step for SatoshiPay and will support the development of its ongoing DeFi initiatives, in particular Vortex, a decentralised exchange platform incubated by SatoshiPay, designed to enhance global payments by bridging stablecoins with local fiat currencies. Vortex is built on Pendulum, an open, decentralised blockchain optimised for connecting DeFi with real-world forex markets and powered by the PEN token.

SatoshiPay intends to deploy the funds raised to assist market roll outs in Europe and South America and expand blockchain integrations, which includes deployments on networks such as Base, Ethereum, Polygon, Arbitrum, Binance Smart Chain, and Polkadot, fostering interoperability across major ecosystems.

Subject to the SAFE being fully converted at the point of a future funding round, Blue Star's shareholding in SatoshiPay is expected to decrease. However, the extent of this change in shareholding is dependent on the amount raised and the valuation of SatoshiPay at the time of the SAFE conversion. Until such a conversion takes place, Blue Star's current shareholding of 27.9 per cent remains unchanged

Tony Fabrizi, Executive Chairman of Blue Star said: "This financing confirms SatoshiPay's strategic transition from developing a Layer 1 blockchain to focusing on its flagship project, Vortex Finance. This pivot also aligns with the company's streamlined operational needs and the current development stage of Vortex Finance, which requires a more targeted funding approach. This structured funding marks a new era for SatoshiPay with its intention to deliver value in the decentralised finance ecosystem."