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MESSAGE _ENGLISH VERSION_
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Execution of Heads of Terms with Nomad Fulcrum Builders O regarding the
management of the Issuer's digital assets and a convertible equity
investment
The Management Board of BTCS Spółka Akcyjna with its registered office
in Warsaw, Plac Powstańców Warszawy 2, 00-030 Warsaw, entered into the
Register of Entrepreneurs of the National Court Register under KRS No.
0000390734, ISIN: PLVKMTK00015, LEI: 259400F1ML9OGF3R9703 _the "Issuer",
the "Company"_, hereby announces that today it entered into Heads of
Terms _the "Agreement"_ with Nomad Fulcrum Builders O, a company
incorporated under the laws of Estonia with its registered office in
Tallinn, registered in the Estonian Commercial Register under
registration number 16716806 _"Nomad"_, setting out the framework
principles for the parties' intended cooperation in two independent
areas.
The first area concerns the management of a portion of the Issuer's
digital assets. The parties envisage that the Issuer will open an
account with a Swiss banking institution, into which it will deposit
Bitcoin _BTC_, which shall remain the Issuer's sole and exclusive
property throughout the entire period of the cooperation. The commercial
objective of the parties is to enable the Issuer to obtain financing
from the banking institution in the amount of approximately 20-30% of
the market value of the deposited BTC. Any decision to grant such
financing and the terms thereof shall remain solely at the discretion of
the banking institution.
The parties envisage that the asset management services will be provided
by Nomad Fulcrum Capital SA, with its registered office in Lausanne,
Switzerland _UID No. CHE-202.126.104_ _the "Asset Manager"_, pursuant to
a separate Asset Management Agreement _"AMA"_, the execution of which
constitutes a condition precedent for commencing cooperation in this
area. The Asset Manager is licensed by the Swiss Financial Market
Supervisory Authority _FINMA_ to operate as a Portfolio Manager
_gestionnaire de fortune_ under the Swiss Financial Institutions Act
_FinIA_ and is subject to ongoing supervision by AOOS - Schweizerische
Aktiengesellschaft fr Aufsicht _"AOOS"_, a supervisory organisation
authorised by FINMA to supervise independent portfolio managers and
trustees.
Under the Agreement: _i_ the BTC will not be transferred to Nomad, the
Asset Manager or any other entity and will not be subject to lending,
staking or rehypothecation; _ii_ the Issuer shall retain exclusive
control over the account, the authorised signatories and all withdrawal
instructions; _iii_ no investment strategy shall be implemented without
the Issuer's prior written consent; and _iv_ the BTC deposit shall be
made only after the Issuer has approved in writing the final custody,
security and financing arrangements.
The second area concerns the Issuer's contemplated investment of up to
EUR 500,000 in an instrument convertible into equity interests in Nomad.
The parties envisage that, subject to the fulfilment of the conditions
set out in the definitive investment agreement, the investment amount
will be converted into ordinary equity interests ranking pari passu with
the existing equity interests.
The Agreement is non-binding in nature and expresses the parties'
intention to negotiate in good faith with a view to entering into
definitive agreements _namely the Asset Management Agreement and the
investment agreement_. It does not constitute an obligation to execute
such agreements. The execution of the definitive agreements is subject,
in particular, to the satisfactory completion of legal, financial, tax,
regulatory, operational, technological and commercial due diligence of
the Nomad group, confirmation of the Asset Manager's regulatory status,
delivery of a complete fully diluted capitalization table, obtaining all
required corporate and regulatory approvals, and finalisation of the
documentation with the banking institution. The parties intend to use
their reasonable endeavours to execute the definitive agreements by 31
December 2026.
In the Management Board's opinion, the execution of the Agreement
constitutes an important step in the implementation of the Issuer's
strategy aimed at the productive utilisation of its Bitcoin reserves
while maintaining full ownership and control over such assets, and may
be significant for the further development of the Company's business.
The Issuer will inform the market of the execution of the definitive
agreements or any other material developments relating to the
implementation of the cooperation by way of separate current reports, in
accordance with the applicable laws and regulations.
Legal basis: Article 17_1_ of the Market Abuse Regulation _MAR_ - Inside
Information.
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RB_ASO: Zawarcie umowy kierunkowej (Heads of Terms) z Nomad Fulcrum Builders OÜ dotyczącej
zarządzania aktywami cyfrowymi Emitenta oraz inwestycji zamiennej na udziały
