Bitcoin Purchase, Corporate Update and TVR

In brief · summary, not quotable

The Smarter Web Company PLC has purchased an additional 11.89 Bitcoin for £559,493 at an average price of £47,052 per Bitcoin, bringing their total holdings to 2,712 Bitcoin with a net average purchase price of £82,886 per Bitcoin. The company's Coinbase strategic credit facility remains at £18,500,000, with improved terms including a reduced variable interest rate of 6%. Furthermore, £1,016,250 in gross proceeds was raised from the placement of 3,300,000 ordinary shares, and 2,875,000 warrants were exercised, generating £71,875 in gross proceeds. The company also confirmed its use of institutional-grade custodians for its Bitcoin holdings and announced a total of 374,840,705 ordinary shares in issue.

Full announcement

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Bitcoin Purchase, Coinbase Facility Update, Subscription Agreement Update, Institutional-Grade Custody and Exercise of Warrants

Number of Bitcoin Purchased: 11.89 Bitcoin
Average Purchase Price: £47,052 per Bitcoin ($63,328 per Bitcoin)
Amount Purchased: £559,493
Total Bitcoin Holdings: 2,712 Bitcoin
Net Average Purchase Price: £82,886 per Bitcoin ($111,548 per Bitcoin)
Gross Bitcoin Purchases: £233,532,603
Gross Bitcoin Sales: £8,745,918
Net Bitcoin Purchases: £224,786,685
The Company has achieved a Quarter-to-Date BTC Yield* of -4.80% on its treasury

* As defined below

Coinbase Strategic Credit Facility

Following the Bitcoin purchase set out above, total drawings under the facility remain unchanged at £18,500,000, representing an approximate leverage ratio of 17%. The Company will continue to provide updates on any material drawdowns or repayments in future regulatory announcements.

The Company is also pleased to announce that the terms of the facility with Coinbase have been improved. The loan is secured against the Company's existing Bitcoin holdings, carries a competitive variable interest rate of 6% (previously 6.75% to 7.25%), and is repayable without additional charges at the Company's discretion.

Subscription Agreement Update - £1m Gross Proceeds

The Company also announces that 3,300,000 ordinary shares of £0.001 nominal value each (the "Ordinary Shares") have been placed in accordance with the terms of the Subscription Agreement announced on 24 December 2025 (the "Subscription Shares").

The gross proceeds from the placing of the Subscription Shares will be £1,016,250 (before expenses), equivalent to approximately £0.31 per share, and the Company will receive approximately 98.25% of the proceeds as settlement. The balance of Ordinary Shares not yet placed pursuant to the Subscription Agreement is 44,149,230.

Institutional-Grade Custody

As a corporate holder of Bitcoin, the Company endeavours to engage institutional-grade custodians in its efforts to safeguard its treasury assets.

The Company does not self-custody its Bitcoin. Instead, its holdings are secured through a select group of institutional-grade custodians chosen following ongoing assessment of factors including security, operational resilience, regulatory standards, service quality and overall commercial considerations. Each of the providers is subject to regulatory oversight in the jurisdiction in which it operates, including compliance with relevant anti-money laundering regulations.

While self-custody can be an appropriate solution for individuals with the necessary technical expertise, the Company believes that professionally managed institutional custody provides a robust framework for safeguarding treasury assets.

We recognise that recent events have highlighted the importance of robust custody arrangements and sympathise with those who have been impacted. Our custody strategy has always prioritised security, diversification across trusted providers, and institutional best practice.

For security reasons, the Company does not disclose the allocation of Bitcoin holdings between custodians. Allocations are reviewed and adjusted from time to time as part of the Company's ongoing risk management and treasury governance framework.

The Company's current custody providers are:

Coinbase Inc., Coinbase Custody Trust Company, LLC, and other Coinbase entities
Xapo Bank Limited
Fidelity Digital Assets Ltd
Anchorage Digital Bank National Association
Payward Financial, Inc. (d/b/a Kraken Financial)

Exercise of Warrants

The Smarter Web Company also announces the following exercise of warrants.

A total of 2,875,000 warrants have been exercised at £0.025 per share, resulting in gross proceeds of £71,875. Accordingly, 2,875,000 Ordinary Shares have been issued pursuant to the warrant exercises.

Following this exercise, 32,428,732 warrants remain outstanding, each with an exercise price of £0.025 per share. Of the total number of warrants outstanding, 25,778,732 are held by Andrew Webley, Chief Executive Officer of the Company, and his spouse, with a further 1,450,000 warrants held by directors and employees of the Company.

Total Voting Rights

The above figure of 374,840,705 Ordinary Shares may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the Financial Conduct Authority's Disclosure and Transparency Rules.

Director Declaration

In accordance with UKLR 6.4.9(2)R, the Company also announces that Randal Casson, an independent non-executive director of the Company, has today been appointed as an independent non-executive director of Future plc, a company listed on the Main Market of the London Stock Exchange, with immediate effect.

Notification of Admission of Further Securities to Trading (PRM 1.6.4R)

	1	Details of the issuer
a)	Name	The Smarter Web Company plc
b)	LEI	213800VQO9FUG4PZMP73
	2	Details of the transferable securities admitted to trading
a)	Name, type and identification code	Ordinary Shares of £0.001 each ISIN: GB00BPJHZ015
b)	Regulated market	London Stock Exchange - Main Market
c)	Number of further securities issued and admitted	2,875,000
d)	Total number of securities in issue following admission	374,840,705
e)	Fungibility	Fully fungible with existing Ordinary Shares
	3	Admission details
a)	Date of admission	Issued between 01 July 2026 to 31 July 2026 (admitted under a block admission dated 24 April 2026)
b)	Prospectus information	N/A
c)	Coverage of notification	Admission to trading on the Main Market of the London Stock Exchange of shares issued pursuant to the exercise of the Company's Pre-IPO Warrants during the period 01 July 2026 and 31 July 2026, under the Company's block admission dated 24 April 2026.

Visit our website: https://www.smarterwebcompany.co.uk

The Smarter Web Company's Legal Entity Identifier (LEI) is 213800VQO9FUG4PZMP73.

The Directors of the Company accept responsibility for the contents of this announcement.

Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.