Stack BTC Plc – WRAP Retail Offer

PR Newswire

LONDON, United Kingdom, March 18

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, OR INTO OR WITHINTHE UNITED STATES,AUSTRALIA,NEW
ZEALAND,CANADA,SOUTH AFRICAORJAPAN, OR ANY MEMBER STATE OF THE EEA, OR ANY OTHER
JURISDICTION WHERE, OR TO ANY OTHER PERSON TO WHOM, TO DO SO MIGHT CONSTITUTE A
VIOLATION OR BREACH OF ANY APPLICABLE LAW OR REGULATION. PLEASE SEE THE
IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE PURPOSES OF SECTION
21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 («FSMA») AND HAS BEEN APPROVED
BY WINTERFLOOD SECURITIES LIMITED WHICH IS AUTHORISED AND REGULATED BY THE
FINANCIAL CONDUCT AUTHORITY (FRN 141455).

Stack BTC Plc (STAK)

WRAP Retail Offer of approximately£250,000

Stack BTC Plc («Stack» or the «Company»), the UK-based company focused on
building a portfolio of high-quality, cash-generative businesses, alongside a
Bitcoin treasury, is pleased to announce the opening of a retail offer via the
Winterflood Retail Access Platform («WRAP Retail Offer») to raise
approximately£250,000through the issue of approximately 2,500,000 new ordinary
shares of £0.01 each in the capital of the Company («WRAP Retail Offer Shares»),
at a price of10 penceper share.

Use of Placing, Subscription and WRAP Proceeds

Through a separate announcement earlier today, the Company announced it has
raised gross proceeds of£1,579,400through the issue of 15,794,000 Ordinary
Shares through AlbR Capital Limited (the «Placing») and gross proceeds of
£221,300 through the issue of 2,213,000 Ordinary Shares through a Company
subscription (the «Subscription»). The net proceeds will be utilised to commence
the Company’s M&A strategy, buy further Bitcoin to advance the Bitcoin treasury
strategy and build a portfolio of high-quality, cash-generative businesses. The
proceeds of the WRAP Retail Offer will be utilised in the same way as the
proceeds of the Placing and Subscription.

For the avoidance of doubt, the WRAP Retail Offer is not part of the Placing or
Subscription. Completion of the WRAP Retail Offer is conditional, inter alia,
upon the completion of the Placing and Subscription but completion of the
Placing and Subscription is not conditional on the completion of the WRAP Retail
Offer.

The WRAP Retail Offer is conditional on the WRAP Retail Offer Shares being
admitted to trading on the Aquis Stock Exchange Growth Market («Admission»). It
is anticipated that Admission will become effective and that dealings in the
WRAP Retail Offer Shares will commence on the Aquis Stock Exchange Growth Market
at 8.00 a.m. on or around 25 March 2026.

WRAP Retail Offer

The Company values its retail shareholder base and believes that it is
appropriate to provide both new and existing retail shareholders in theUnited
Kingdomthe opportunity to participate in the WRAP Retail Offer.

Therefore, the Company is making the WRAP Retail Offer open to eligible
investors in theUnited Kingdom, being new or existing shareholders of the
Company following release of this announcement and through certain financial
intermediaries.

A number of retail platforms are able to access the WRAP Retail Offer. Non
-holders or existing shareholders wishing to subscribe for WRAP Retail Offer
Shares should contact their broker or wealth manager who will confirm if they
are participating in the WRAP Retail Offer.

Retail brokers wishing to participate in the WRAP Retail Offer on behalf of
eligible retail investors, should [email protected].

The WRAP Retail Offer will open immediately following this announcement. The
WRAP Retail Offer is expected to close at 4.30 p.m. on 19 March 2026. Eligible
retail investors should note that financial intermediaries may have earlier
closing times. The result of the WRAP Retail Offer is expected to be announced
by the Company on or around 20 March 2026.

To be eligible to participate in the WRAP Retail Offer, applicants must be a
customer of a participating intermediary including individuals aged 18 years or
over, companies and other bodies corporate, partnerships, trusts, associations
and other unincorporated organisations.

There is a minimum subscription of£500per investor under the WRAP Retail Offer.
The terms and conditions on which investors subscribe will be provided by the
relevant financial intermediaries including relevant commission or fee charges.

The Company reserves the right to amend the size or timings of the WRAP retail
offer at its discretion. The Company reserves the right to scale back any order
and to reject any application for subscription under the WRAP Retail Offer
without giving any reason for such rejection.

It is vital to note that once an application for WRAP Retail Offer Shares has
been made and accepted via an intermediary, it cannot be withdrawn.

The WRAP Retail Offer Shares will, when issued, be credited as fully paid, and
have the right to receive all dividends and other distributions declared, made
or paid after their date of issue.

Investors should make their own investigations into the merits of an investment
in the Company.

Nothing in this announcement amounts to a recommendation to invest in the
Company or amounts to investment, taxation or legal advice.

It should be noted that a subscription for Ordinary Shares and investment in the
Company carries a number of risks, including the risk that investors may lose
their entire investment.Investors are responsible for assessing whether this
investment is suitable for their circumstances andshould take independent advice
from a person experienced in advising on investment in securities such as the
Ordinary Shares if they are in any doubt.

An investment in the Company will place capital at risk. The value of
investments, and any income, can go down as well as up, so investors could get
back less than the amount invested.

Neither past performance nor any forecasts should be considered a reliable
indicator of future results.

The Retail Offer is offered in the United Kingdom under an exception from
prohibitions on offers to the public pursuant to Schedule 1 (Part 1) of The
Public Offers and Admission to Trading Regulations 2024 and under an exemption
from the requirement to publish a prospectus under the FCA’s Prospectus Rules:
Admission to Trading on a Regulated Market sourcebook. The WRAP Retail Offer is
not being made into any jurisdiction other than theUnited Kingdom.

No offering document, prospectus or admission document has been or will be
prepared or submitted to be approved by the Financial Conduct Authority (or any
other authority) in relation to the WRAP Retail Offer, and investors’
commitments will be made solely on the basis of the information contained in
this announcement and information that has been published by or on behalf of the
Company prior to the date of this announcement by notification to a Regulatory
Information Service in accordance with the Financial Conduct Authority’s
Disclosure Guidance and Transparency Rules, the Market Abuse Regulation (EU
Regulation No. 596/2014) («MAR») and MAR as it forms part of United Kingdom law
by virtue of the European Union (Withdrawal) Act 2018 (as amended).

Instructions For Platforms & Brokers

You should contact your platform / broker and ask for instructions to take part.
Retail brokers wishing to participate in the WRAP Retail Offer on behalf of
eligible retail investors, should [email protected].

Further information on the Company is available
athttps://www.stackbitcoin.co.uk/.

For further information please contact:

The Company’s LEI Code 984500556C45AE388547

This announcement should be read in its entirety. In particular, the information
in the «Important Notices» section of the announcement should be read and
understood.

Important Notices

This announcement, which has been prepared by and is the sole responsibility of
the Company has been approved for the purposes of Section 21 of the Financial
Services and Markets Act 2000 («FSMA») by Winterflood Securities Limited
(«Winterflood»), which is authorised and regulated by the Financial Conduct
Authority.

The release, publication or distribution of this announcement may be restricted
by law in certain jurisdictions and persons into whose possession any document
or other information referred to herein comes should inform themselves about and
observe any such restriction. Any failure to comply with these restrictions may
constitute a violation of the securities laws of any such jurisdiction.

This announcement and the information contained herein is not for release,
publication or distribution, directly or indirectly, in whole or in part, in or
into or from the United States (including its territories and possessions, any
state of the United States and the District of Columbia (the «United States» or
«US»)), Australia, Canada, New Zealand, Japan, the Republic of South Africa, any
member state of the EEA or any other jurisdiction where to do so might
constitute a violation of the relevant laws or regulations of such jurisdiction.
This announcement does not constitute an offer to sell or issue or a
solicitation of an offer to buy or subscribe for Ordinary Shares in any such
jurisdiction.

This announcement is not for publication or distribution, directly or
indirectly, in or into the United States of America.This announcement is not an
offer of securities for sale into the United States. The securities referred to
herein have not been and will not be registered under the US Securities Act, and
may not be offered or sold in the United States, except pursuant to an
applicable exemption from registration. No public offering of securities is
being made in the United States.

WRAP is a proprietary technology platform owned and operated by Winterflood
(registered address at Riverbank House, 2 Swan Lane, London EC4R 3GA; FRN
141455). Winterflood is authorised and regulated in the United Kingdom by the
Financial Conduct Authority, is acting exclusively for the Company and for no
-one else and will not regard any other person (whether or not a recipient of
this announcement) as its client in relation to the Retail Offer and will not be
responsible to anyone other than the Company for providing the protections
afforded to its clients, nor for providing advice in connection with the Retail
Offer, Admission and the other arrangements referred to in this announcement.

The value of Ordinary Shares and the income from them is not guaranteed and can
fall as well as rise due to stock market movements. When you sell your
investment, you may get back less than you originally invested. Figures refer to
past performance and past performance is not a reliable indicator of future
results.Returns may increase or decrease as a result of currency fluctuations.

Certain statements in this announcement may constitute forward-looking
statements which are based on the Company’s expectations, intentions and
projections regarding its future performance, anticipated events or trends and
other matters that are not historical facts. These forward-looking statements,
which may use words such as «aim», «anticipate», «believe», «intend»,
«estimate», «expect» and words of similar meaning, include all matters that are
not historical facts. These forward-looking statements involve risks,
assumptions and uncertainties that could cause the actual results of operations,
financial condition, liquidity and dividend policy and the development of the
industries in which the Company’s businesses operate to differ materially from
the impression created by the forward-looking statements. These statements are
not guarantees of future performance and are subject to known and unknown risks,
uncertainties and other factors that could cause actual results to differ
materially from those expressed or implied by such forward-looking statements.
Given those risks and uncertainties, prospective investors are cautioned not to
place undue reliance on forward-looking statements.

These forward-looking statements speak only as at the date of this announcement
and cannot be relied upon as a guide to future performance. The Company and
Winterflood expressly disclaim any obligation or undertaking to update or revise
any forward-looking statements contained herein to reflect actual results or any
change in the assumptions, conditions or circumstances on which any such
statements are based unless required to do so by the FCA, the London Stock
Exchange or applicable law.

The information in this announcement is for background purposes only and does
not purport to be full or complete. None of Winterflood or any of its
affiliates, accepts any responsibility or liability whatsoever for, or makes any
representation or warranty, express or implied, as to this announcement,
including the truth, accuracy or completeness of the information in this
announcement (or whether any information has been omitted from the announcement)
or any other information relating to the Company or associated companies,
whether written, oral or in a visual or electronic form, and howsoever
transmitted or made available or for any loss howsoever arising from any use of
the announcement or its contents or otherwise arising in connection therewith.
Winterflood and its affiliates, accordingly disclaim all and any liability
whether arising in tort, contract or otherwise which they might otherwise be
found to have in respect of this announcement or its contents or otherwise
arising in connection therewith.

Any indication in this announcement of the price at which the Ordinary Share
have been bought or sold in the past cannot be relied upon as a guide to future
performance. Persons needing advice should consult an independent financial
adviser. No statement in this announcement is intended to be a profit forecast
and no statement in this announcement should be interpreted to mean that
earnings or target dividend per share of the Company for the current or future
financial years would necessarily match or exceed the historical published
earnings or dividends per share of the Company.

Neither the content of the Company’s website (or any other website) nor the
content of any website accessible from hyperlinks on the Company’s website (or
any other website) is incorporated into or forms part of this announcement. The
Ordinary Shares to be issued or sold pursuant to the WRAP Retail Offer will not
be admitted to trading on any stock exchange other than the Aquis Stock
Exchange.

AlbR Capital Limited, which is authorised and regulated by the FCA in the United
Kingdom, is acting Corporate Broker to the Company in connection with the
Placing.AlbR Capital Limited has not authorised the contents of, or any part of,
this announcement, and no liability whatsoever is accepted by AlbR Capital
Limited for the accuracy of any information or opinions contained in this
announcement or for the omission of any material information. The
responsibilities of AlbR Capital Limited as the Company’s Corporate Broker under
the Aquis Stock Exchange Growth Market Access Rulebook for Corporate Advisers
are owed solely to Aquis and are not owed to the Company or to any director or
shareholder of the Company or any other person, in respect of its decision to
acquire shares in the capital of the Company in reliance on any part of this
announcement, or otherwise. Apart from the responsibilities and liabilities, if
any, which may be imposed on AlbR Capital Limited by FSMA or the regulatory
regime established thereunder,AlbR Capital Limited accepts no responsibility
whatsoever, and makes no representation or warranty, express or implied, for the
fundraise or the contents of this announcement including its accuracy,
completeness or verification or for any other statement made or purported to be
made by it, or on behalf of it, the Company or any other person, in connection
with the Company and the contents of this announcement, whether as to the past
or the future.AlbR Capital Limited accordingly disclaims all and any liability
whatsoever, whether arising in tort, contract or otherwise (save as referred to
above), which it might otherwise have in respect of the contents of this
announcement or any such statement.

Notice to distributors solely for the purposes of Paragraph 3.2.7R regarding the
responsibilities of UK Manufacturers under the Product Governance requirements
contained within Chapter 3 of the FCA Handbook Product Intervention and Product
Governance Sourcebook (the «UK Product Governance Requirements»), and
disclaiming all and any liability, whether arising in tort, contract or
otherwise, which any «manufacturer» (for the purposes of the UK Product
Governance Requirements) may otherwise have with respect thereto, the Ordinary
Shares have been subject to a product approval process by the Company, which has
determined that the Ordinary Shares are: (i) compatible with an end target
market of (a) retail investors, (b) investors who meet the criteria of
professional clients and (c) eligible counterparties, each as defined in UK
Product Governance Requirements; and (ii) eligible for distribution through all
distribution channels as are permitted by UK Product Governance Requirements
(the «Target Market Assessment»). Notwithstanding the Target Market Assessment,
distributors should note that: the price of the Ordinary Shares may decline and
investors could lose all or part of their investment; the Ordinary Shares offer
no guaranteed income and no capital protection; and an investment in the
Ordinary Shares is compatible only with investors who do not need a guaranteed
income or capital protection, who (either alone or in conjunction with an
appropriate financial or other adviser) are capable of evaluating the merits and
risks of such an investment and who have sufficient resources to be able to bear
any losses that may result therefrom. The Target Market Assessment is without
prejudice to the requirements of any contractual, legal or regulatory selling
restrictions in relation to the fundraise. For the avoidance of doubt, the
Target Market Assessment does not constitute: (a) an assessment of suitability
or appropriateness for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take any other
action whatsoever with respect to, the Ordinary Shares. Each distributor is
responsible for undertaking its own target market assessment in respect of the
Ordinary Shares and determining appropriate distribution channels.

Bitcoin Treasury – Important Notice

The Company holds treasury reserves and surplus cash in Bitcoin. Bitcoin is a
type of cryptocurrency or cryptoasset. Whilst the Board of Directors of the
Company considers holding Bitcoin to be in the best interests of the Company,
the Board remains aware that the financial regulator in the UK (theFinancial
Conduct AuthorityorFCA) considers investment in Bitcoin to be high risk. At the
outset, it is important to note that an investment in the Company is not an
investment in Bitcoin, either directly or by proxy and shareholders will have no
direct access to the Company’s holdings. However, the Board of Directors of the
Company consider Bitcoin to be an appropriate store of value and potential
growth and therefore appropriate for the Company’s reserves. Accordingly, the
Company is and intends to continue to be materially exposed to Bitcoin. Such an
approach is innovative, and the Board of Directors of the Company wish to be
clear and transparent with prospective and actual investors in the Company on
the Company’s position in this regard.

The Company is neither authorised nor regulated by the FCA, and the purchase of
certain cryptocurrencies (such as Bitcoin) are generally unregulated in the UK.
As with most other investments, the value of Bitcoin can go down as well as up,
and therefore the value of the Company’s Bitcoin holdings can fluctuate. The
Company may not be able to realise its Bitcoin holdings for the same as it paid
to acquire them or even for the value the Company currently ascribes to its
Bitcoin positions due to market movements. Neither the Company nor investors in
the Company’s shares are protected by the UK’s Financial Ombudsman Service or
the Financial Services Compensation Scheme.

Nevertheless, the Board of Directors of the Company has taken the decision to
invest in Bitcoin, and in doing so is mindful of the special risks Bitcoin
presents to the Company’s financial position. These risks include (but are not
limited to): (i) the value of Bitcoin can be highly volatile, with value
dropping as quickly as it can rise. Investors in Bitcoin must be prepared to
lose all money invested in Bitcoin; (ii) the Bitcoin market is largely
unregulated. There is a risk of losing money due to risks such as cyber-attacks,
financial crime and counterparty failure; (iii) the Company may not be able to
sell its Bitcoin at will. The ability to sell Bitcoin depends on various
factors, including the supply and demand in the market at the relevant time.
Operational failings such as technology outages, cyber-attacks and comingling of
funds could cause unwanted delay; and (iv) cryptoassets are characterised in
some quarters by high degrees of fraud, money laundering and financial crime. In
addition, there is a perception in some quarters that cyber-attacks are
prominent which can lead to theft of holdings or ransom demands. Prospective
investors in the Company are encouraged to do your own research before
investing.

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