The Blockchain Group Completes €12.1M Convertible Bond Issuance to Advance Bitcoin Treasury Strategy

Puteaux, May 12, 2025 – The Blockchain Group (ISIN: FR0011053636, ticker: ALTBG), listed on Euronext Growth Paris and recognized as Europe’s first Bitcoin Treasury Company with subsidiaries specializing in Data Intelligence, AI, and decentralized technology consulting and development, announces the completion of a reserved convertible bond issuance via its wholly-owned Luxembourg subsidiary, The Blockchain Group Luxembourg SA. This issuance, without preferential subscription rights, amounted to approximately €12. 1 million at a conversion price of €0. 707 per share, following the exercise of subscription rights for all Convertible Bonds B-02 (“OCA Tranche 2”) by strategic investor Adam Back, linked to his earlier subscription to Tranche 1 OCAs as detailed in the March 6, 2025 press release. The conversion price represents a ~30% premium over Convertible Bonds B-01 (“OCA Tranche 1”). This capital increase supports the Company’s Bitcoin accumulation strategy and furthers the growth of its subsidiaries’ operations. On April 30, 2025, the Company shared a presentation outlining its Bitcoin Treasury Company strategy aimed at increasing bitcoin holdings per fully diluted share over time; this is available at https://www. theblockchain-group. com/investor/news-financial-information/. Operation Context Adam Back confirmed his intention to subscribe to OCA Tranche 2 under the OCA Issuance Agreements signed March 4, 2025, as previously disclosed on March 6, 2025. Accordingly, on May 12, 2025, the Board of Directors: - Authorized, under Article L. 228-93 of the French Commercial Code, The Blockchain Group Luxembourg SA to issue 12, 146, 942 convertible bonds (OCA Tranche 2) with a nominal value of €1 each, convertible into up to 17, 176, 106 new ordinary shares at €0. 707 per share.
This issuance follows Luxembourg law. - Authorized the Company to increase its capital by creating up to 17, 176, 106 new shares upon conversion of these bonds. The capital increase will occur via cash or debt compensation per the Extraordinary General Meeting’s 5th resolution dated February 21, 2025. OCA Tranche 2, held by Adam Back, entitles subscription up to 17, 176, 106 new shares at €0. 707 each, a 30% premium over OCA Tranche 1’s conversion price. Conversion is possible anytime during the conversion period, subject to a 20-day volume-weighted average price (VWAP) of the Company’s shares reaching at least 130% of the conversion price. This transaction does not require an AMF-approved prospectus per EU Regulation 2017/1129 exceptions. Subscription Details for OCA Tranche 2 Key Terms compared to OCA Tranche 1: - Issuance: OCA Tranche 1 holders could subscribe up to 1. 5 times the initial tranche amount within three months. - Amount: €12, 146, 942, subscribed in Bitcoin (BTC). - Maturity: 5 years from subscription date. - Conversion Price: €0. 707 per share. Conversion Conditions: - By bondholder: anytime before the 3rd anniversary if the 20-day VWAP reaches at least €0. 919 (130% of €0. 707). - By bondholder or issuer: between the 3rd and 5th anniversary under the same VWAP condition. Note: Due to recent high share price volatility, the set price of €0. 707 reflects a 44. 72% discount compared to the closing price on May 9, 2025. Shareholding Impact Full conversion of OCA Tranches 1 and 2, alongside full exercise of 2025-01 Share Subscription Warrants (“BSA 2025-01”) and the May 7, 2025 capital increase, affects the shareholding structure (calculations based on shares as of May 9, 2025). Unissued allocated free shares are included on a fully diluted basis. Impact on Share Capital Distribution and Non-Participating Shareholders Based on the Company’s equity as of December 31, 2024, adjusted for the above conversions and capital increases, dilution and shareholding percentages will be impacted accordingly. Risk Factors The Company reminds investors to consult the 2024 annual financial report, available free on its website, detailing associated business risks that could adversely affect operations, financial condition, results, or outlook. *** Disclaimer This press release is not an offer to sell or solicitation to purchase securities in any jurisdiction where such offers are unlawful without registration or certification. It should not be considered as such before compliance with local laws.
Brief news summary
On May 12, 2025, The Blockchain Group (ALTBG), Europe’s first Bitcoin Treasury Company listed on Euronext Growth Paris, announced a €12.1 million issuance of reserved convertible bonds (OCA Tranche 2) through its Luxembourg subsidiary. Fully subscribed by strategic investor Adam Back at €0.707 per share, these bonds carry a 30% premium over the previous tranche and can convert into up to 17.18 million new ordinary shares. The five-year bonds are designed to support Bitcoin accumulation and enable expansion into Data Intelligence, AI, and decentralized technologies. Conversion is allowed only if the share price surpasses 130% of the conversion price (€0.919) for 20 consecutive trading days. Despite being issued at a 44.72% discount to the May 9 closing price amid market volatility, the bonds may lead to share dilution upon conversion. The issuance complies with Luxembourg law and does not require AMF prospectus approval per EU regulations. For further risk information, see the 2024 financial report and company website. This announcement is not an offer in restricted jurisdictions.
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