SatoshiPay Update

Blue Star Capital plc (AIM: BLU), the investing company with a focus on blockchain, payments and esports, provides the following updates related to its investee company SatoshiPay Ltd ("SatoshiPay").

SatoshiPay Treasury Conversion and SAFE

On 2 July 2025, the Company announced that it had provided a secured loan of £1,000,000 to SatoshiPay (the "Loan"), to be used for SatoshiPay's digital asset treasury. Additionally, as announced on 7 October 2025, Blue Star had been granted an option to allow the Company to participate in a further SAFE (Simple Agreement for Future Equity) round, allowing it to invest up to a further EUR250,000 until 31 January 2026, which, following an agreement to extend, Blue Star has now exercised.

The Company announces that following discussions between the parties, Blue Star has agreed to off-set EUR250,000 of the outstanding debt due to the Company by SatoshiPay under the terms of the Loan, via a new SAFE for EUR250,000 ("SAFE1"). SAFE 1 will have a valuation cap of EUR3,500,000, which sets out the maximum price at which the SAFE converts into equity.

Further SAFE

Further to SAFE 1, Blue Star has entered into a further SAFE with SatoshiPay for EUR293,634 at a capped valuation of EUR2,500,000 ("SAFE 2"), by way of an off-set against EUR293,634 of the outstanding debt due to the Company by SatoshiPay under the terms of the Loan. SatoshiPay has agreed to this lower capped valuation as a recognition of the Company's support for SatoshiPay over the last 15 months.

On full conversion of both SAFE 1 and SAFE 2 on the basis of the respective valuation caps, Blue Star's shareholding in SatoshiPay is expected to be no less than approximately 58 per cent. The precise shareholding following any conversion will depend upon the mechanics and timing of conversion and the terms of the relevant conversion event. Until any conversion takes place, Blue Star's current shareholding of approximately 50 per cent. remains unchanged.

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 SAFEs.

Equity Option

Further, SatoshiPay has agreed to grant Blue Star an option to invest up to a further EUR500,000 in ordinary equity of SatoshiPay at a pre-money valuation of EUR10,000,000 (the "Option"). The Option will have a one-year exercise period from the date of grant.

Loan Repayment

In addition to the above, Blue Star will also receive a cash payment of EUR115,000 from SatoshiPay as a further partial repayment of the Loan, which is anticipated to provide Blue Star with sufficient working capital until the end of 2026. Post these transactions the Loan will be considered as fully paid, and the parties shall be released from their obligations under the Loan, and the security in respect of the Loan shall be released. SatoshiPay intends to maintain its Treasury operations in support of Vortex but will have the flexibility of using those funds for working capital as required.

Tony Fabrizi, Executive Chairman of Blue Star said, "We believe the conversion to SAFEs and partial repayment of the loan provides stability for both SatoshiPay and Blue Star. In particular , it removes any need for additional fund raisings in 2026 and allows SatoshiPay to focus on building value in Vortex."

The Directors of the Company take responsibility for this announcement.

About SatoshiPay