Coinsilium Group Limited: Result of Accelerated Bookbuild with £2,787,500 Raised

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BREACH ANY APPLICABLE LAW OR REGULATION.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN COINSILIUM GROUP LIMITED WHERE SUCH OFFER WOULD BREACH ANY APPLICABLE LAW OR REGULATION.

THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO CONSTITUTE INSIDE INFORMATION STIPULATED UNDER THE MARKET ABUSE REGULATION (EU) NO. 596/2014 AS IT FORMS PART OF THE DOMESTIC LAW OF THE UNITED KINGDOM BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMENDED) ("UK MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA THE REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

 

Coinsilium Group Limited

(“Coinsilium” or the “Company”)

Result of Accelerated Bookbuild with £2,787,500 Raised

 

Gibraltar, 3 July 2025 - Coinsilium Group Limited (AQSE: COIN | OTCQB: CINGF), the Aquis quoted digital asset venture builder, investor and advisor, is pleased to announce the successful completion of an Accelerated Bookbuild ("Bookbuild") to institutional investors through Peterhouse Capital, SI Capital and Oak Securities.

The Bookbuild has raised £2,787,500 through the issue of a total of 15,486,111 new ordinary shares of no par value each ("Ordinary Shares") at £0.18 per share ("Offer Price"). The Offer Price was at a 10% discount to the closing bid price on 2 July 2025.

It is anticipated that Admission of the new Ordinary Shares will become effective and that dealings in the new Ordinary Shares will commence on Aquis, at 08:00 on or around 8 July 2025.The Bookbuild is conditional upon, among other things, Admission becoming effective.

The Bookbuild Ordinary Shares, when issued, will be fully paid and will rank pari passu in all respects with each other and with the existing Ordinary Shares of the Company, including, without limitation, the right to receive all dividends and other distributions declared, made or paid after the date of issue.

Service Shares

261,111 new Ordinary Shares will also be issued in lieu of cash for payments totalling £47,000 in respect of a broad range of business support, marketing and communications services.

Total Voting Rights

In accordance with the Financial Conduct Authority's Disclosure and Transparency Rules, the Company hereby announces that it will have 387,534,495 Ordinary Shares in issue, following the Bookbuild, each share carrying the right to one vote. The Company does not hold any Ordinary Shares in treasury.

The above figure of 387,534,495 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.

The Directors of Coinsilium Group Limited take responsibility for this announcement.

 

Coinsilium Group Limited Malcolm Palle, Executive Chairman Eddy Travia, Chief Executive	+350 2000 8223 +44 (0)7785 381 089 www.coinsilium.com
Peterhouse Capital Limited (AQUIS Growth Market Corporate Adviser and Corporate Broker)	+44 (0)20 7469 0930
SI Capital Limited (Joint Broker) Nick Emerson	+44 (0)1483 413 500
Oberon Capital (Joint Broker) Nick Lovering, Adam Pollock	+44 (0)20 3179 5300
OAK Securities (Joint Broker) Damion Carruel, Calvin Man	Tel. +44 (0) 20 3973 3678

 The Company's LEI is 213800YP3S25YH3GQV31

 

This announcement should be read in its entirety. In particular, the information in the “Important Notice” section of the announcement should be read and understood.

 

Notes to Editors

About Coinsilium

Coinsilium Group Limited (AQUIS: COIN | OTCQB: CINGF) is a company quoted on the Aquis Stock Exchange Growth Market in London and cross-traded on OTC Markets in New York, with a long-established presence in the digital asset sector.

Since 2015, Coinsilium has played a pioneering role in supporting blockchain innovation, working with early-stage ventures and contributing to the evolution of decentralised technologies and digital finance.

Coinsilium maintains a portfolio of strategic investments across the digital asset space, including equity interests in companies both within the blockchain sector and in related areas such as financial technology and digital infrastructure. A full overview of its portfolio can be found on the portfolio section of the Company’s website.

In 2025, Coinsilium launched Forza (Gibraltar) Limited (“Forza!”), its 100%-owned subsidiary registered in Gibraltar. Forza is responsible for owning and managing Coinsilium’s strategic Bitcoin treasury and strategy, which is designed to enhance the Company’s long-term financial resilience and provide a sound treasury foundation to support its future growth. Storage of all Bitcoin holdings is handled by third-party, regulated, institutional-grade custodians.

Please refer to the Bitcoin Treasury Policy and Strategic Plan.

With over a decade of Digital Asset sector experience and a clear forward-focused strategy, Coinsilium is committed to building long-term value for shareholders through disciplined participation in the evolving digital asset economy.

For further information, please visit: www.coinsilium.com

Important Notice

Coinsilium Group Limited (“Coinsilium” or “the Company”) holds part of its reserves in Bitcoin through its wholly owned Gibraltar-based subsidiary, Forza (Gibraltar) Limited (“Forza”), which is responsible for managing the Company’s Bitcoin treasury.

The Financial Conduct Authority (“FCA”) regards digital assets such as Bitcoin as high-risk and speculative, with potential for extreme price volatility. An investment in Coinsilium Group Limited is not an investment in Bitcoin, either directly or by proxy. Coinsilium holds a range of assets, including equity interests in companies operating within and beyond the blockchain sector, and maintains a diversified portfolio of strategic investments across the digital asset space. This structure provides broader exposure beyond Bitcoin. The Company’s exposure to Bitcoin forms part of its broader capital allocation strategy.

Coinsilium is not authorised or regulated by the FCA. While the Board of Directors considers Bitcoin to be an appropriate long-term reserve asset, prospective and existing investors should be aware of the associated risks. There is no certainty that the Company will be able to realise its Bitcoin holdings at expected valuations, and the financial performance of the Company may be affected by movements in the price of Bitcoin. As a result of the Company’s exposure to Bitcoin, the market value of Coinsilium shares may also experience significant fluctuations, and the value of investments can go down as well as up.

The decision to allocate capital into Bitcoin, facilitated through the Company’s dedicated treasury management structure, Forza, reflects a strategic view of Bitcoin as a long-term reserve asset. This approach is underpinned by over a decade of experience operating in the digital asset sector. The Company is aware of the particular risks Bitcoin presents to its financial position, which include but are not limited to:

(i) Volatility: Bitcoin is subject to significant price fluctuations, and its value can decline sharply over short periods, just as it can appreciate. Investors should be aware of the potential for substantial losses.

(ii) Lack of Regulation: The Bitcoin market operates with minimal regulatory supervision in many jurisdictions. This increases the risk of financial loss arising from events such as cyber breaches, illicit activity, or the failure of counterparties.

(iii) Liquidity Risk: The Company’s ability to liquidate its Bitcoin holdings is not guaranteed and may be subject to constraints. Factors that could affect this include market conditions at the time of sale, availability of counterparties, and unforeseen disruptions such as liquidity shortfalls, system outages, or cybersecurity incidents.

(iv) Reputational and Security Concerns: The cryptoasset sector continues to face reputational challenges, including associations with fraud, money laundering, and cyber-related threats. These concerns are not unfounded, particularly in certain areas of the market. However, based on over a decade of operational experience in the virtual assets industry, the Company has developed a deep understanding of the real-world risks and has established practices to navigate them responsibly—particularly in relation to Bitcoin.

Prospective investors are strongly encouraged to conduct their own research and carefully consider these risks before making any investment decision.

Nothing herein amounts to a recommendation to invest in the Company or to investment, taxation or legal advice. For further detail, please refer to the Company’s Bitcoin Treasury Policy and Strategic Plan.

 

Terms and conditions of the Placing

 

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE ACCELERATED BOOKBUILD. THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (A) PERSONS WHO ARE IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA AND ARE QUALIFIED INVESTORS (FOR THE PURPOSES OF THIS ANNOUNCEMENT REFERRED TO AS "EEA QUALIFIED INVESTORS"), AS DEFINED IN ARTICLE 2(E) OF THE PROSPECTUS REGULATION (REGULATION (EU) 2017/1129) AS AMENDED FROM TIME TO TIME (THE "EU PROSPECTUS REGULATION"); AND/OR (B) IN THE UNITED KINGDOM, PERSONS WHO ARE QUALIFIED INVESTORS (FOR THE PURPOSES OF THIS ANNOUNCEMENT REFERRED TO AS "UK QUALIFIED INVESTORS"), AS DEFINED IN ARTICLE 2(E) OF THE PROSPECTUS REGULATION (REGULATION (EU) 2017/1129) WHICH FORMS PART OF DOMESTIC UK LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE "UK PROSPECTUS REGULATION")  (ACTING AS PRINCIPAL OR IN CIRCUMSTANCES TO WHICH SECTION 86(2) OF FSMA APPLIES) WHO ARE (I) "INVESTMENT PROFESSIONALS" WITHIN THE MEANING OF ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (AS AMENDED) (THE "ORDER"); (II) PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; OR (III) PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").

 

THIS ANNOUNCEMENT IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL UNDER THE SECURITIES LAWS OR ANY OTHER APPLICABLE LAW OR REGULATION OF ANY JURISDICTION. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR AS PART OF A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES HAS APPROVED OR DISAPPROVED OF AN INVESTMENT IN THE SECURITIES OR PASSED UPON OR ENDORSED THE MERITS OF THE PLACING OR THE ACCURACY OR ADEQUACY OF THE CONTENTS OF THIS ANNOUNCEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES. NO PUBLIC OFFERING OF SECURITIES IS BEING MADE IN THE UNITED STATES.

 

RELEVANT CLEARANCES HAVE NOT BEEN, NOR WILL THEY BE, OBTAINED FROM THE SECURITIES COMMISSION OF ANY PROVINCE OR TERRITORY OF CANADA; NO PROSPECTUS HAS BEEN LODGED WITH OR REGISTERED BY, THE AUSTRALIAN SECURITIES AND INVESTMENTS COMMISSION OR THE JAPANESE MINISTRY OF FINANCE OR THE SOUTH AFRICAN RESERVE BANK; AND THE PLACING SHARES HAVE NOT BEEN, NOR WILL THEY BE, REGISTERED OR QUALIFIED FOR DISTRIBUTION, AS APPLICABLE UNDER OR OFFERED IN COMPLIANCE WITH THE SECURITIES LAWS OF ANY STATE, PROVINCE OR TERRITORY OF THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, OR SOUTH AFRICA. ACCORDINGLY, THE PLACING SHARES MAY NOT (UNLESS AN EXEMPTION UNDER THE RELEVANT SECURITIES LAWS IS APPLICABLE) BE OFFERED, SOLD, RESOLD OR DELIVERED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH OFFER, SALE, RESALE OR DELIVERY WOULD BE UNLAWFUL.

 

EACH PARTICIPANT IN THE ACCELERATED BOOKBUILD (“PLACEE”) SHOULD CONSULT WITH ITS OWN ADVISERS AS TO THE LEGAL, TAX, BUSINESS AND RELATED IMPLICATIONS OF AN INVESTMENT IN THE PLACING SHARES AND THE INCOME FROM THEM (IF ANY) MAY GO DOWN AS WELL AS UP AND INVESTORS MAY NOT GET BACK THE FULL AMOUNT INVESTED ON A DISPOSAL OF THEIR ORDINARY SHARES.

 

Market Abuse Regulation

 

Market soundings, as defined in the UK version ("UK MAR") of the Market Abuse Regulation No. 596/2014 ("EU MAR"), which is part of English law by virtue of the European Union (Withdrawal) Act 2018 (as amended) were taken in respect of the Placing, with the result that certain persons became aware of inside information, as permitted by UK MAR. That inside information is set out in this announcement and has been disclosed as soon as possible in accordance with paragraph 7 of article 17 of UK MAR. Therefore, those persons that received inside information in a market sounding are no longer in possession of inside information relating to the Company and its securities.