Cancellation of Debt Obligation to Directors
London BTC Company Limited announces the cancellation of outstanding internal debt obligations to directors David Lenigas and Jeremy Edelman, who will receive 5,716,289 new ordinary shares each, totaling 11,432,578 shares, in lieu of cash repayment. This transaction, approved by independent directors, will increase the total issued share capital to 358,846,093 ordinary shares, with admission of the new shares expected around February 5, 2026. Following this, David Lenigas will hold 15.90% and Jeremy Edelman will hold 15.51% of the company's shares.
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London, New York, 02 February 2026 - London BTC Company Limited ("Company") (BTC: LSE, VINZF: OTCQB), the London Stock Exchange Main Market-listed bitcoin mining and treasury company with operations across North America announces the repayment of loans to its directors, as announced on 30 June 2025, two senior Directors of the Company, Mr Lenigas and Mr Edelman, lent their personal shares to the Company in order that the Company could retire its convertible loan note with its US investor. This was done to protect the Company's liquid assets and to keep such assets allocated to growing the Company's operations, the two Directors have agreed to their loans being repaid by the issue of new ordinary shares in the Company shares in lieu of cash ("New Shares").
The repayment of the loans by the Company to the two Directors could constitute a material related party transaction for the purpose of Rule 7.3 of the FCA's Disclosure and Transparency Rules. The transaction has therefore been approved by the Company's Directors independent of the transaction, being Robert Scott and Mahesh Pulandaran. David Lenigas and Jeremy Edelman recused themselves from the board's consideration of this transaction and did not vote on the relevant board resolutions. As such, the Directors who are not personally interested in the repayment of the loans have agreed to issue 5,716,289 shares to each of David Lenigas and Jeremy Edelman to clear all of the Company's outstanding obligations to them, including agreed interest.
Admission and Total Voting Rights
Applications will be made for the New Shares to be admitted to trading on the Main Market of the London Stock Exchange plc ("Admission"). Admission is expected to become effective on or around 05 February 2026.
After the issue and Admission of the 11,432,578 New Shares to Mr Lenigas and Mr Edelman, the total number of voting rights attached to the Company's issued share capital will be 358,846,093 ordinary shares. Total number of shares in issue will be 358,846,093 ordinary shares. The Company does not hold any shares in treasury.
The above figure of 358,846,093 shares may be used by shareholders as the denominator for the calculation by which they can determine whether they are required to notify their interest in, or a change of their interest in, the Company under the Financial Conduct Authority Disclosure Guidance and Transparency Rules.
The shareholdings in the Company of the Directors after the issue of the New Shares will be as follows:
| Name | Shares | % Held |
|---|---|---|
| D Lenigas | 57,046,356 | 15.90% |
| J Edelman | 55,666,356 | 15.51% |
| Employee Benefit Trust | 50,740,204 | 14.14% |
| Carimar International Holdings Limited, (Rob Scott, Finance Director) | 153,000 | 0.04% |
The directors of London BTC Company Limited accept responsibility for this announcement.
| a) | Name | David Lenigas |
| 2. | Reason for the Notification | |
| a) | Position/status | Director |
| b) | Initial notification / Amendment | Initial notification |
| a) | Name | London BTC Company Limited |
| b) | LEI | 9845006607892CED8456 |
| a) | Description of the Financial instrument, type of instrument | Ordinary shares |
| ISIN | VGG9520B1004 | |
| b) | Nature of the transaction | Issue of shares pursuant to a call on shares loaned to the company |
| c) | Price(s) and volume(s) | Price(s) Volume(s) NIL 5,716,289 |
| d) | Aggregated information: · Aggregated volume · Price | Single transaction |
| e) | Date of the transaction | 02 February 2026 |
| f) | Place of the Transaction | Outside a trading venue |
| 1. | Details of the person discharging managerial responsibilities / person closely associated | |
| a) | Name | Jeremy Edelman |
| 2. | Reason for the Notification | |
| a) | Position/status | Director |
| b) | Initial notification / Amendment | Initial notification |
| a) | Name | London BTC Company Limited |
| b) | LEI | 9845006607892CED8456 |
| a) | Description of the Financial instrument, type of instrument | Ordinary shares |
| ISIN | VGG9520B1004 | |
| b) | Nature of the transaction | Issue of shares pursuant to a call on shares loaned to the company |
| c) | Price(s) and volume(s) | Price(s) Volume(s) NIL 5,716,289 |
| d) | Aggregated information: · Aggregated volume · Price | Single transaction |
| e) | Date of the transaction | 02 February 2026 |
| f) | Place of the Transaction | Outside a trading venue |
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.