15 April 2024
This announcement contains
information which, prior to its disclosure, was inside information
as stipulated under Regulation 11 of the Market Abuse (Amendment)
(EU Exit) Regulations 2019/310 (as amended). Upon the publication
of this announcement via a Regulatory Information Service, this
inside information is now considered to be in the public
domain.
Phoenix
Digital Assets PLC
("Phoenix" or "the Company")
Exercise
of Warrants, Options, Issue of Shares and Directors'
Dealings
Phoenix (AQSE: PNIX), an investment
firm, announces that it has received notice of exercise of warrants
and options over an aggregate 71,250,000 ordinary shares of £0.001
each in the Company ("Ordinary Shares") from various warrant and option holders, along with four directors
of the Company ("Exercisers"), at an
exercise price of 1p per Warrant Share and Option Share and raising
£712,500 for the Company. As a result, the Company will issue 71,250,000 new Ordinary
Shares ("New Ordinary Shares") to the Exercisers.
The details of the warrants and
options exercised by the directors are set out below:
|
Name
|
Warrants
|
Warrant
exercise price
|
Options
|
Option
exercise price
|
|
Jonathan Bixby
(via Toro Consulting Ltd)
|
10,000,000
|
£
0.01
|
21,666,667
|
£
0.01
|
|
Mike Edwards
(via Marallo Holdings Inc)
|
5,000,000
|
£
0.01
|
10,583,333
|
£
0.01
|
|
Nick Lyth
(via Dark Peak Services
Ltd)
|
2,000,000
|
£
0.01
|
-
|
-
|
|
Jonathan Hives
|
500,000
|
£
0.01
|
-
|
-
|
Application will be made for the New
Ordinary Shares, which will rank pari passu with the existing Ordinary
Shares in issue, to be admitted to trading on the AQSE Growth
Market ("Admission"). Dealings are expected to commence on or
around 19 April 2024.
Total Voting Rights
Following Admission, the Company's
total issued and voting share capital will consist of 1,080,250,000 Ordinary Shares. The Company does not
hold any ordinary shares in treasury.
The above 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 and Transparency Rules.
The FCA notification, made in
accordance with the requirements of the UK Market Abuse Regulation,
is appended below.
The directors of Phoenix accept responsibility for this
announcement.
For further information please
contact:
|
Phoenix Digital
Assets
|
|
|
Jonathan Bixby
Executive
Chairman
|
Via First
Sentinel
|
|
First Sentinel
|
|
|
Corporate Adviser
Brian Stockbridge
|
+44 7858 888 007
|
|
Tennyson
Securities
|
|
|
Corporate Broker
Peter Krens
|
+44 207 186 9030
|
About Phoenix:
Phoenix Digital Assets PLC invests
in a diversified portfolio of cryptocurrency, and/or in companies
or funds which have exposure to NFT or blockchain technology. The
Company's leadership team have an extensive track record in the
cryptocurrency sector and previously founded Argo Blockchain PLC, a
global crypto miner. Phoenix is headquartered in London, UK and its
shares are listed on the Aquis Stock Exchange Growth Market under
the ticker symbol PNIX. https://www.getphoenix.co.uk
|
1.
|
Details of the person discharging managerial responsibilities
/ person closely associated
|
|
a)
|
Name
|
Toro Consulting Ltd
|
|
2.
|
Reason for the Notification
|
|
a)
|
Position/status
|
PCA to a PDMR - Jonathan Bixby, a
director of the Company
|
|
b)
|
Initial notification /
Amendment
|
Initial notification
|
|
3.
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
|
a)
|
Name
|
Phoenix Digital Assets
PLC
|
|
b)
|
LEI
|
984500E15WF052FFEB19
|
|
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 of £0.001
each
|
|
|
Identification Code
|
GB00BMW34204
|
|
b)
|
Nature of the transaction
|
Exercise of warrants
|
|
c)
|
Price(s) and volume(s)
|
|
Price(s)
|
Volume(s)
|
|
£0.01
|
10,000,000
|
|
|
d)
|
Aggregated information:
· Aggregated volume
· Price
|
Single transaction, see details in
item (c) above
|
|
e)
|
Date of the transaction
|
12 April 2024
|
|
f)
|
Place of the Transaction
|
Outside a trading venue
|
|
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 of £0.001
each
|
|
|
Identification Code
|
GB00BMW34204
|
|
b)
|
Nature of the transaction
|
Exercise of options
|
|
c)
|
Price(s) and volume(s)
|
|
Price(s)
|
Volume(s)
|
|
£0.01
|
21,666,667
|
|
|
d)
|
Aggregated information:
· Aggregated volume
· Price
|
Single transaction, see details in
item (c) above
|
|
e)
|
Date of the transaction
|
12 April 2024
|
|
f)
|
Place of the Transaction
|
Outside a trading venue
|
|
1.
|
Details of the person discharging managerial responsibilities
/ person closely associated
|
|
a)
|
Name
|
Marallo Holdings Inc
|
|
2.
|
Reason for the Notification
|
|
a)
|
Position/status
|
PCA to a PDMR - Mike Edwards, a
director of the Company
|
|
b)
|
Initial notification /
Amendment
|
Initial notification
|
|
3.
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
|
a)
|
Name
|
Phoenix Digital Assets
PLC
|
|
b)
|
LEI
|
984500E15WF052FFEB19
|
|
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 of £0.001
each
|
|
|
Identification Code
|
GB00BMW34204
|
|
b)
|
Nature of the transaction
|
Exercise of warrants
|
|
c)
|
Price(s) and volume(s)
|
|
Price(s)
|
Volume(s)
|
|
£0.01
|
5,000,000
|
|
|
d)
|
Aggregated information:
· Aggregated volume
· Price
|
Single transaction, see details in
item (c) above
|
|
e)
|
Date of the transaction
|
12 April 2024
|
|
f)
|
Place of the Transaction
|
Outside a trading venue
|
|
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 of £0.001
each
|
|
|
Identification Code
|
GB00BMW34204
|
|
b)
|
Nature of the transaction
|
Exercise of
options
|
|
c)
|
Price(s) and volume(s)
|
|
Price(s)
|
Volume(s)
|
|
£0.01
|
10,583,333
|
|
|
d)
|
Aggregated information:
· Aggregated volume
· Price
|
Single transaction, see details in
item (c) above
|
|
e)
|
Date of the transaction
|
12 April 2024
|
|
f)
|
Place of the Transaction
|
Outside a trading venue
|
|
1.
|
Details of the person discharging managerial responsibilities
/ person closely associated
|
|
a)
|
Name
|
Dark Peak Services Ltd
|
|
2.
|
Reason for the Notification
|
|
a)
|
Position/status
|
PCA to a PDMR - Nicholas Lyth, a
director of the Company
|
|
b)
|
Initial notification /
Amendment
|
Initial notification
|
|
3.
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
|
a)
|
Name
|
Phoenix Digital Assets
PLC
|
|
b)
|
LEI
|
984500E15WF052FFEB19
|
|
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 of £0.001
each
|
|
|
Identification Code
|
GB00BMW34204
|
|
b)
|
Nature of the transaction
|
Exercise of
warrants
|
|
c)
|
Price(s) and volume(s)
|
|
Price(s)
|
Volume(s)
|
|
£0.01
|
2,000,000
|
|
|
d)
|
Aggregated information:
· Aggregated volume
· Price
|
Single transaction, see details in
item (c) above
|
|
e)
|
Date of the transaction
|
12 April 2024
|
|
f)
|
Place of the Transaction
|
Outside a trading venue
|
|
1.
|
Details of the person discharging managerial responsibilities
/ person closely associated
|
|
a)
|
Name
|
Jonathan Hives
|
|
2.
|
Reason for the Notification
|
|
a)
|
Position/status
|
Director
|
|
b)
|
Initial notification /
Amendment
|
Initial notification
|
|
3.
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
|
a)
|
Name
|
Phoenix Digital Assets
PLC
|
|
b)
|
LEI
|
984500E15WF052FFEB19
|
|
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 of £0.001
each
|
|
|
Identification Code
|
GB00BMW34204
|
|
b)
|
Nature of the transaction
|
Exercise of
warrants
|
|
c)
|
Price(s) and volume(s)
|
|
Price(s)
|
Volume(s)
|
|
£0.01
|
500,000
|
|
|
d)
|
Aggregated information:
· Aggregated volume
· Price
|
Single transaction, see details in
item (c) above
|
|
e)
|
Date of the transaction
|
12 April 2024
|
|
f)
|
Place of the Transaction
|
Outside a trading venue
|
TR-1: Standard form for notification
of major holdings
|
1a.
Identity of the issuer or the underlying issuer of existing shares
to which voting rights are attached ii:
|
Phoenix Digital Assets
PLC
|
|
1b.
Please indicate if the issuer is a non-UK issuer
(please mark with an "X" if
appropriate)
|
|
Non-UK issuer
|
|
|
2.
Reason for the notification (please
mark the appropriate box or boxes with an "X")
|
|
An acquisition or disposal of voting
rights
|
X
|
|
An acquisition or disposal of
financial instruments
|
|
|
An event changing the breakdown of
voting rights
|
X
|
|
Other (please specify)
iii:
|
|
|
3.
Details of person subject to the notification
obligation iv
|
|
Name
|
Toro Consulting Ltd
|
|
City and country of registered office
(if applicable)
|
Vancouver, Canada
|
|
4.
Full name of shareholder(s) (if
different from 3.) v
|
|
Name
|
|
|
City and country of registered office
(if applicable)
|
|
|
5.
Date on which the threshold was crossed or reached
vi:
|
12 April 2024
|
|
6.
Date on which issuer notified
(DD/MM/YYYY):
|
12 April 2024
|
|
7.
Total positions of person(s) subject to the notification
obligation
|
|
|
% of
voting rights attached to shares (total of 8. A)
|
% of
voting rights through financial instruments
(total of 8.B 1 + 8.B 2)
|
Total of
both in % (8.A + 8.B)
|
Total number of voting rights held in
issuer (8.A + 8.B) vii
|
|
Resulting situation on the date on
which threshold was crossed or reached
|
8.99%
|
|
8.99%
|
97,166,667
|
|
Position of previous notification
(if
applicable)
|
6.43%
|
|
6.43%
|
|
|
|
|
|
|
|
| |
|
8.
Notified details of the resulting situation on the date on which
the threshold was crossed or reached
viii
|
|
A:
Voting rights attached to shares
|
|
Class/type of
shares
ISIN code (if possible)
|
Number of voting rights ix
|
% of
voting rights
|
|
Direct
(DTR5.1)
|
Indirect
(DTR5.2.1)
|
Direct
(DTR5.1)
|
Indirect
(DTR5.2.1)
|
|
|
97,166,667
|
|
8.99%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SUBTOTAL 8. A
|
97,166,667
|
8.99%
|
|
|
|
B 1:
Financial Instruments according to DTR5.3.1R (1)
(a)
|
|
Type
of financial instrument
|
Expiration
date x
|
Exercise/
Conversion Period xi
|
Number of voting rights that may be acquired if the instrument
is
exercised/converted.
|
% of
voting rights
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SUBTOTAL 8. B 1
|
|
|
|
|
|
B 2:
Financial Instruments with similar economic effect according to
DTR5.3.1R (1) (b)
|
|
Type
of financial instrument
|
Expiration
date x
|
Exercise/
Conversion Period xi
|
Physical or cash
Settlement xii
|
Number of voting rights
|
% of
voting rights
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SUBTOTAL 8.B.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
9.
Information in relation to the person subject to the notification
obligation (please mark
the
applicable box with an
"X")
|
|
Person subject to the notification
obligation is not controlled by any natural person or legal entity
and does not control any other undertaking(s) holding directly or
indirectly an interest in the (underlying) issuer
xiii
|
|
|
Full chain of
controlled undertakings through which the voting rights and/or
the
financial instruments are effectively held starting with the
ultimate controlling natural person or legal entity (please add additional rows as necessary)
xiv
|
X
|
|
Name
xv
|
% of voting rights if it
equals or is higher than the notifiable threshold
|
% of voting rights through
financial instruments if it equals or is higher than the notifiable
threshold
|
Total of both if it equals or
is higher than the notifiable threshold
|
|
Jonathan Bixby
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.
In case of proxy voting, please identify:
|
|
Name of the proxy holder
|
|
|
The number and % of voting rights
held
|
|
|
The date until which the voting
rights will be held
|
|
|
|
|
11.
Additional information xvi
|
|
|
|
|
|
|
| |
|
Place of completion
|
Vancouver, Canada
|
|
Date
of completion
|
12 April 2024
|