THE BLOCKCHAIN GROUP : The Blockchain Group announces a capital increase totalling EUR 4.1 million at an average price of EUR 5.085 per share as part of its "ATM-type" program with TOBAM to pursue its Bitcoin Treasury Company strategy

information fournie par Actusnews •24/06/2025 à 18:00

The Blockchain Group announces a capital increase totalling ~€4.1 million at an average price of ~€5.085 per share as part of its “ATM-type” capital increase program with TOBAM to pursue its Bitcoin Treasury Company strategy

Puteaux, June 24, 2025: The Blockchain Group (ISIN code: FR0011053636, ticker: ALTBG) (the “Company”), listed on Euronext Growth Paris, Europe's first Bitcoin Treasury Company, holding subsidiaries specialized in Data Intelligence, AI, and decentralized technology consulting and development, announces a capital increase under the “ATM-type” capital increase agreement with TOBAM (the “Program”) announced on June 9, 2025, to pursue its Bitcoin Treasury Company strategy, focused on increasing the number of bitcoin per share on a fully diluted basis over time.

Making use of the delegation of authority granted to him by the Board of Directors on June 11, 2025, itself acting under the 12 ^th resolution approved by the General Meeting of Shareholders on June 10, 2025, the Company's Chief Executive Officer decided on June 23, 2025, to carry out a capital increase for a total amount of €4,071,368.65 (including share premium), through the issuance of 800.690 new ordinary shares at an average subscription price of ~€5.085 per share.

On June 23, 2025, the Company combined into a single capital increase the subscription requests received from TOBAM between June 16 and June 20, 2025, and the subscription price has been determined in accordance with the terms of the ATM Agreement signed on June 6, 2025, namely:

• The price for each request is equal to the higher of the closing price or the volume-weighted average price (VWAP) on the trading day preceding the request; and
• The number of shares requested may not exceed 21% of the trading volume on the trading day preceding the request.

The shares issued will be admitted to trading on Euronext Growth in Paris (offer compartment).

The transaction does not require the preparation of a prospectus subject to approval by the AMF.

Given the volatility of the share price observed during the period, the average subscription price of €5.085 represents a discount of 1.8% compared to the closing price on June 23, 2025.

Waiver of shareholders' preferential subscription rights in favor of TOBAM

In accordance with the Program, the Chief Executive Officer has waived shareholders' preferential subscription rights in favor of the investors to whom the offer is addressed, in the proportions set out below:

The operation described above, as well as the announced and ongoing operations, namely the exercise of legal adjustment measures related to the OCA Tranche 1 conversion by TOBAM and Adam Back, could enable the acquisition of ~40 additional BTC, bringing the Company's total potential holding to 1,768 BTC.

Impact of the operations on the distribution of the Company's share capital

The impact of the definitive completion of this capital increase on the distribution of the Company's share capital would be as follows:

(*) Calculations were made on the basis of the number of shares composing the Company's share capital as of June 24, 2025, adding the number of shares resulting from (i) the conversion of all OCA B-01, OCA B-02 and OCA B-03 Tranche 1 issued or announced, (ii) the issuance under the adjustment measures for the benefit of OCA Tranche 1 holders issued or exercised to date, and (iii) the issuance of Free Shares whose allocation has been decided. The Company reminds that neither the existing capital nor the fully diluted basis includes, as of today, the potential addition of shares to its share capital resulting from (i) the conversion of the BSA 2025-01 issued as announced on April 7, 2025, nor (ii) legal adjustment measures for the benefit of OCA Tranche 1 holders not yet exercised. The Company also reminds that the fully diluted basis does not include the shares that may correspond to the unsubscribed amounts to date of the €300 million of capital increases authorized in favor of TOBAM.

(**) Free shares, the allocation of which has been decided but not yet effectively issued as of today, included in the situation as of June 24, 2025, in the fully diluted basis.

The Company also reminds of the potential addition of shares to its share capital resulting from (i) the conversion of the BSA 2025-01 issued as announced on April 7, 2025, and (ii) legal adjustment measures for OCA Tranche 1 holders.

The breakdown of these, adjusted for BSA exercised to date as well as legal adjustment measures exercised or announced, is as follows:

Impact of the operation on the Company's share capital and on the position of the shareholder that does not subscribe

By way of illustration, the impact of the capital increase announced in this press release on equity per share would be as follows:

(*) For the purposes of calculating equity per share on a fully diluted basis, the calculation is made on the following basis:

• Equity as of December 31, 2024, to which have been added the proceeds of (i) the capital increases; (ii) the conversion of all convertible bonds issued on March 4, 2025 (OCA Tranche 1) or to be issued (OCA B-02 and B-03); (iii) the exercise of all BSA 2025-01 warrants granted free of charge to all shareholders on April 11, 2025, as well as the legal adjustment measures following the issuance of BSA 2025-01 for the benefit of OCA Tranche 1 holders; (v) the issuance of Convertible Bonds A-03 Tranche 1; (vi) the capital increase described in this press release;
• the number of shares issued as of December 31, 2024, as well as the shares issued or to be issued under (i) the capital increases previously approved, (ii) the issuance of free shares whose allocation has been decided, (iii) the conversion of all OCA issued on March 4, 2025 (OCA Tranche 1) or to be issued (OCA B-02 and B-03), (iv) the exercise of all BSA 2025-01 warrants granted free of charge to all shareholders on April 11, 2025 and the legal adjustment measures resulting from the issuance of BSA 2025-01 for the benefit of OCA Tranche 1 holders, (v) the conversion of all Convertible Bonds A-03 Tranche and (vi) the shares resulting from the capital increase described in this press release.

Risk factors

The Company reminds that the risk factors related to the Company and to its business are detailed in its 2024 annual financial report, available for free on the Company's website ( www.theblockchain-group.com/investor/news-financial-information/ ). The realization of all or part of these risks could negatively impact the Company's operations, financial position, results, development, or outlook.

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Disclaimer

This press release does not constitute an offer to sell or a solicitation to purchase securities in any jurisdiction. It may not be regarded as an offer, solicitation, or sale in any jurisdiction where such an offer, solicitation, or sale would be unlawful before registration or certification under the local regulations.