4 December 2024
Vinanz Limited
Vinanz Applies to Trade on the LSE
PDMR dealings
London, New York, December 4, 2024, Vinanz Limited (US OTCQB: VINZF and AQSE: BTC in London) ("Vinanz" or "the Company"), the publicly listed Bitcoin mining company with US and Canadian Bitcoin mining operations, announces its intention to apply for the Company's ordinary shares to be admitted to the Official List (by way of a listing on the Transition Category) of the Financial Conduct Authority ("FCA") and to trading on the main market ("Main Market") for listed securities of the London Stock Exchange (together "Admission").
Admission is subject to (i) the approval by the FCA of a prospectus and admission of the ordinary shares to the Official List; (ii) admission by the London Stock Exchange of the ordinary shares to the Main Market. The Company will make a further announcement on the status of the proposed applications for Admission, together with the timeline for Admission, in due course.
In anticipation of Admission, the Company has conducted a review of its capital structure with a view to eliminate all unlisted options and warrants in its capital structure by replacing these with ordinary shares. Following the review, the Company has agreed with option and warrant holders to surrender all existing options, warrants in consideration for the issue of new ordinary shares in the capital of the Company to those option and warrant holders. This action will result in the Company's share capital structure comprising wholly of ordinary shares only on issue.
In addition, the shares in the Employees Benefit Trust ("EBT") have also been fully distributed.
As per reporting requirements, the Company advises that Mr David Lenigas (Executive Chairman) now holds 55,668,976 Ordinary Shares and Mr Jeremy Edelman (Finance Director) has 55,188,976 Ordinary Shares and hold 22.88% and 22.68% of the Company's issued share capital respectively, the details of which are set out in the PDMR notifications below. Additionally First Sentinel Corporate Finance Limited holds 10,000,000 Ordinary Shares representing 4.11% of the Company's issued share capital and Clear Capital Markets Limited holds 31,409,257 Ordinary Shares representing 12.91% of the Company's issued share capital.
Application will be made to the Aquis Stock Exchange for admission of the 75,909,257 the ordinary shares to trading on Aquis. It is expected that admission will become effective and dealings in the ordinary shares will commence on Aquis at 8.00 a.m. on or around 10 December 2024.
Total Voting Rights Statement:
As a result of the above actions, the total number of Ordinary Shares in the capital of the Company on issue are 243,356,194 with voting rights. 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's issued share capital pursuant to the Company's Articles.
Related Party Transaction
David Lenigas and Jeremy Edelman are considered a "Related Party" as defined under the AQSE Growth Market Access Rulebook as a result of being directors of the Company. The surrender of the warrants and EBT share distribution relating to them therefore constitutes a related party transaction for the purposes of Rule 4.6 of the AQSE Growth Market Access Rulebook.
The independent director of the Company confirms that, having exercised reasonable care, skill and diligence, the related party transaction is fair and reasonable insofar as the shareholders of Vinanz are concerned.
David Lenigas, Vinanz's Chairman, commented; "We intend to apply for Admission of the Company's shares to the LSE and our 4th draft prospectus is being reviewed by the FCA. This capital re-organisation was advised and actioned to simplify the capital structure to comply with the UK Listing Rules. A potential move to the LSE at such an exciting time in the global bitcoin sector, could potentially attract a broader pool of shareholders. Further updates on the LSE/FCA application will be announced as certain material events occur, however I advise that the board are working hard with its lawyers and advisers to gain LSE/FCA approval before year end."
About Vinanz Limited
Vinanz's primary listing is in London (United Kingdom) on the Aquis Exchange under the ticker BTC and trades in the USA on the US OTCQB under the ticker VINZF. Vinanz is a British Virgin Island (BVI) domiciled company that is building out a fully-fledged Bitcoin mining company initially focusing on installing clusters of Bitcoin miners within multiple facilities throughout the US and Canada through third-party cryptocurrency mining providers. Currently, Vinanz operates Bitcoin miners in Labrador (Canada) and Indiana, Iowa and Nebraska in the USA. Whilst the Company will focus initially on BTC mining, it will also consider the mining of other cryptocurrencies, and operations in the DeFi, AI and Big Data space in the future.
The directors of Vinanz Limited accept responsibility for this announcement.
CONTACTS:
For further information please contact:
Vinanz Limited
David Lenigas david@vinanz.co.uk
Jeremy Edelman jeremy@vinanz.co.uk
First Sentinel (Corporate Adviser and Broker)
Brian Stockbridge brian@first-sentinel.com
+44 (0) 20 3855 5551
Clear Capital Markets (Broker)
Bob Roberts bobroberts@clear-cm.co.uk
+44 (0) 20 3869 6080
Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them.
| 1. | Details of the person discharging managerial responsibilities / person closely associated | |||||||||
| a) | Name | David Lenigas | ||||||||
| 2. | Reason for the Notification | |||||||||
| a) | Position/status | Chairman | ||||||||
| b) | Initial notification / Amendment | Initial notification | ||||||||
| 3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||||||
| a) | Name | Vinanz Limited | ||||||||
| b) | LEI | 9845006607892CED8456 | ||||||||
| 4. | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||||||
| a) | Description of the Financial instrument, type of instrument | Ordinary shares | ||||||||
| | ISIN | VGG9520B1004 | ||||||||
| b) | Nature of the transaction | b.1) Exercise of Warrants b.2) EBT Transfer | ||||||||
| c) | Price(s) and volume(s) | c.1)
c.2)
| ||||||||
| d) | Aggregated information: · Aggregated volume · Price |
35,188,976 Ordinary Shares nil | ||||||||
| e) | Date of the transaction | 3 December 2024 | ||||||||
| f) | Place of the Transaction | Outside of a trading venue | ||||||||
| 1. | Details of the person discharging managerial responsibilities / person closely associated | |||||||||
| a) | Name | Jeremy Edelman | ||||||||
| 2. | Reason for the Notification | |||||||||
| a) | Position/status | Finance Director | ||||||||
| b) | Initial notification / Amendment | Initial notification | ||||||||
| 3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||||||
| a) | Name | Vinanz Limited | ||||||||
| b) | LEI | 9845006607892CED8456 | ||||||||
| 4. | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||||||
| a) | Description of the Financial instrument, type of instrument | Ordinary shares | ||||||||
| | ISIN | VGG9520B1004 | ||||||||
| b) | Nature of the transaction | b.1) Exercise of Warrants b.2) EBT Transfer | ||||||||
| c) | Price(s) and volume(s) | c.1)
c.2)
| ||||||||
| d) | Aggregated information: · Aggregated volume · Price |
35,188,975 Ordinary Shares nil | ||||||||
| e) | Date of the transaction | 3 December 2024 | ||||||||
| f) | Place of the Transaction | Outside of a trading venue | ||||||||
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