Smarter Web Company - Subscription Tranche Update - £22.9m Proceeds

07 July 2025

The Smarter Web Company PLC

("The Smarter Web Company" or "Company")

Subscription Tranche Update - £22.9m Proceeds

The Smarter Web Company (AQUIS: SWC | OTCQB: TSWCF | FRA: 3M8), a London listed technology company, announces that further to the announcement on 19 June 2025, the initial tranche of 7 million new Ordinary Shares has been placed.

The proceeds of the 7 million new Ordinary Shares are approximately £22.9m (before expenses), equivalent to £3.27 per share, and the Company will receive approximately 97% of the proceeds. The shares were placed in line with the Subscription Agreement between 19 June and 04 July with no shares being placed on some days.

Subscription Agreement

The Company is today making available a further tranche of 14 million new Ordinary Shares at par value. This will complete the total of 21 million new Ordinary Shares within the Subscription Agreement and the Company may elect to sign a further new subscription agreement after this.

As previously advised the high-level terms of the Subscription Agreement are:

·    Shares cannot be placed below the closing bid price from the previous trading day on the Aquis Stock Exchange

·    Shares cannot be placed exceeding 20% of the volume of the current trading day

·    Reasonable endeavours will be used to place the new Ordinary Shares within 3 months from this announcement date

·    The Subscription Agreement allows the Company to benefit by receiving approximately 97% of the net proceeds of shares placed

Andrew Webley, CEO of The Smarter Web Company said "I am pleased to be able to update shareholders and say that the initial 7 million shares have now been placed. This is the first tranche of our new capital raising instrument, and the results have been convincing. This fundraising allows The Smarter Web Company to benefit from market volume and to then grow the treasury to further the business strategy.

We have now allocated the remaining 14 million shares to the arrangement. We will update the market promptly with total proceeds once these new shares are placed."

Total Voting Rights

The Subscription is conditional on the New Ordinary Shares being admitted to trading on the Access Segment of the Aquis Stock Exchange Growth Market ("Admission"). It is anticipated that Admission will become effective and that dealings in the New Ordinary Shares will commence on Aquis, at 08:00 on 09 July 2025. Following Admission, The Smarter Web Company will have 256,467,435 ordinary shares of £0.001 each in issue. This figure may be used by shareholders 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 Company under the FCA's Disclosure Guidance and Transparency Rules.

About The Smarter Web Company

The Smarter Web Company offers web design, web development and online marketing services. Clients pay an initial fee, an annual hosting charge and an optional monthly marketing charge. Growth opportunities exist for The Smarter Web Company around these existing services.

In addition to organic growth, the Company will progress an acquisition strategy targeting other businesses with a view to growing its number of clients and / or recurring revenue. The Smarter Web Company will only make acquisitions where the Directors believe the timing and opportunity is appropriate.

Since 2023 The Smarter Web Company has adopted a policy of accepting payment in Bitcoin. The Company believes that Bitcoin forms a core part of the future of the global financial system and as the Company explores opportunities through organic growth and corporate acquisitions is pioneering the adoption of a Bitcoin Treasury Policy into its strategy.

Please also see "The 10 Year Plan" announced by the Company via regulatory news at 07:00 on 28 April 2025 and available on the Company website.

Visit our website: https://www.smarterwebcompany.co.uk

Follow us on X: https://x.com/smarterwebuk

The Directors of the Company accept responsibility for the contents of this announcement.

Important Notice:

The Smarter Web Company Plc (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 (the Financial Conduct Authority or FCA) 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. However, the Board of Directors of the Company consider Bitcoin to be an appropriate store of value and growth for the Company's reserves and, accordingly, the Company is 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 cryptocurrencies (such as Bitcoin) are 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 exposure for the same as it paid in the first place or even for the value the Company ascribes to its Bitcoin positions due to these market movements. And because Bitcoin is unregulated, the Company is not 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. The Board of Directors of the Company does not subscribe to such a negative view, especially in relation to Bitcoin. However, prospective investors in the Company are encouraged to do your own research before investing.