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The Blockchain Group
Share Issue/Capital Change • Jun 23, 2025
1700_iss_2025-06-23_49c7c6f4-b747-458b-8e31-3410bf08035e.pdf
Share Issue/Capital Change
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The Blockchain Group confirms the acquisition of 75 BTC for ~€6.9 million, the holding of a total of 1,728 BTC, and a BTC Yield of 1,231.7% YTD
- § Final completion of the conversion of all OCA A-01 Tranche 1 held by investor TOBAM, announced on June 12, 2025, into 1,838,235 ordinary shares of the Company
- § Final completion of the capital increase as part of the "ATM-type" capital increase program with TOBAM announced on June 17, 2025, for a total amount of ~€7.2 million, enabling the acquisition of 75 BTC for ~€6.9 million
- § BTC Yield of 1,231.7% YTD and ~64.5% QTD
- § BTC Gain of ~492.7 BTC YTD and ~399.6 BTC QTD
- § BTC € Gain of ~€45.2 million YTD and ~€36.7 million QTD
- § Total group holdings of 1,728 BTC for ~€155.8 million at ~€90,155 per bitcoin
Puteaux, June 23, 2025: The Blockchain Group (ISIN code: FR0011053636, ticker: ALTBG) (the "Company"), listed on Euronext Growth Paris, Europe's first Bitcoin Treasury Company, holding subsidiaries specialized in Data Intelligence, AI, and decentralized technology consulting and development, confirms the final completion of the conversion of all OCA A-01 Tranche 1 held by investor TOBAM, announced on June 12, 2025, into 1,838,235 ordinary shares of the Company. The Company also confirms the final completion of the capital increase as part of the "ATM-type" capital increase program with TOBAM announced on June 17, 2025, for a total amount of ~€7.2 million, enabling the acquisition of 75 BTC for ~€6.9 million. Since the beginning of the year, the Group has achieved a BTC Yield of 1,231.7%, a BTC Gain of ~492.7 BTC, and a BTC € Gain of ~€45.2 million. As of today, The Blockchain Group and its subsidiary The Blockchain Group Luxembourg SA hold a total of 1,728 BTC, with an acquisition value of ~€155.8 million, based on an average price of ~€90,155 per bitcoin. The Company thus reinforces its Bitcoin accumulation strategy while continuing to develop the operational activities of its subsidiaries. As communicated on April 30, 2025, a presentation explaining the Company's Bitcoin Treasury Company strategy focused on increasing bitcoin per fully diluted share over time is available on its website: https://www.theblockchain-group.com/investor/news-financial-information/
Final completion of previously announced operations
On June 12, 2025, the Company announced the notification by TOBAM of its intention to convert all OCA- A-01 Tranche 1 it holds, in accordance with the terms of the OCA Issuance Agreement entered into on March 4, 2025, the details of which were disclosed in a press release dated March 6, 2025.
The Company confirms today the final conversion of all 1,000,000 OCA Tranche 1 by TOBAM, resulting in the issuance of 1,838,235 new ordinary shares of the Company, at a subscription price of €0.544 per share. This conversion price was set by the Board of Directors by applying a 30% premium over the volume-weighted average price (VWAP) of the Company's shares over the twenty trading days preceding the Board meeting of March 4, 2025, related to the issuance of the OCA Tranche 1.
On June 17, 2025, the Company also announced its decision to carry out, making use of the delegation of authority granted to him by the Board of Directors on June 11, 2025, itself acting under the 12th resolution approved by the General Meeting of Shareholders on June 10, 2025, a capital increase for a total amount of €7,191,143.60 (including share premium), through the issuance of 1,603,306 new ordinary shares at an average subscription price of ~€4.49 per share.
The Company confirms today the final completion of the operation, resulting on waived preferential subscription rights waived in favor of the investors to whom the offer is addressed, in the proportions set out below:
| Investor | Number of Shares | Average Price / Share (€) |
Amount (€) | |
|---|---|---|---|---|
| TOBAM BITCOIN CO2 Offset Fund |
834,806 | €4.519 | €3,772,876.60 | |
| TOBAM Bitcoin Treasury Opportunities Fund |
735,000 | €4.433 | €3,258,572.00 | |
| TOBAM BTC Linked and Blockchain Equity Fund |
33,500 | €4.767 | €159,695.00 | |
| TOTAL | 1,603,306 | €4.49 | €7,191,143.60 |
Impact of the operations on the distribution of the Company's share capital
| As of June 23, 2025 | Fully Diluted Basis (*) | ||||
|---|---|---|---|---|---|
| Shareholders | Number of shares |
% of capital | Number of shares |
% of capital | |
| Executives | 11,899,918 | 9.14% | 18,288,686 | 5.78% | |
| Fulgur Ventures | - | 0.00% | 145,911,009 | 46.14% | |
| Adam Back | 14,885,957 | 11.44% | 34,188,628 | 10.81% | |
| TOBAM | 7,151,748 | 5.49% | 10,496,932 | 3.32% | |
| UTXO Management | - | 0.00% | 7,999,210 | 2.53% | |
| Free Shares** | - | 0.00% | 1,880,000 | 0.59% | |
| Public & Institutional | 96,232,887 | 73.93% | 97,443,224 | 30.82% | |
| TOTAL | 130,170,510 | 100% | 316,207,689 | 100% |
The impact of the final completion of the operations described above on the distribution of the Company's share capital is as follows:
(*) Calculations made on the basis of the number of shares composing the Company's share capital as of June 23, 2025, after adding the shares resulting from (i) the conversion of all OCA B-01, OCA B-02 and OCA B-03 Tranche 1 issued or announced, (ii) the conversion of the BSA 2025-01 announced to date and the issuance under the adjustment measures for the benefit of OCA Tranche 1 holders issued or exercised to date, and (iii) the issuance of Free Shares whose allocation has been decided. The Company reminds that neither the existing capital nor the fully diluted basis includes, as of today, the potential addition of shares to its share capital resulting (i) from the conversion of the BSA 2025-01 issued as announced on April 7, 2025 and not yet converted to date, nor (ii) from adjustment measures for the benefit of OCA Tranche 1 holders not yet exercised. The Company also reminds that the fully diluted basis does not include the shares that may correspond to the unsubscribed amounts to date of the €300 million of capital increases authorized in favor of TOBAM.
(**) Free Shares, the allocation of which has been decided but which have not been issued as of today, included in the fully diluted basis as of June 23, 2025.
The Company also reminds of the potential addition of shares to its share capital resulting from (i) the conversion of the BSA 2025-01 issued as announced on April 7, 2025, and (ii) legal adjustment measures for OCA holders.
The breakdown of these, adjusted for BSA exercised to date as well as legal adjustment measures exercised or announced, is as follows:
| Shareholders | Shares that may be issued upon exercise of BSA 2025-01 not yet exercised nor announced to date |
Shares that may be issued under the legal adjustment measures for OCA holders not yet exercised nor announced to date |
Total | |
|---|---|---|---|---|
| Executives | 1,699,988 | 423,744 | 2,123,732 | |
| Fulgur Ventures 0 |
9,677,771 | 9,677,771 | ||
| Adam Back 523,809 |
0 | 523,809 | ||
| TOBAM 3,571 |
0 | 3,571 | ||
| UTXO Management 0 |
530,559 | 530,559 | ||
| Public & Institutional 8,133,174 |
0 | 8,133,174 | ||
| TOTAL 10,360,542 |
10,632,074 | 20,992,616 |
Expansion of the Company's bitcoin holdings
The Blockchain Group announces the final completion of the acquisition of an additional 75 BTC using the proceeds from the final completion of the operations described above, as part of the continuation of its Bitcoin Treasury Company strategy.
Banque Delubac & Cie (DASP registered with the AMF), executed the acquisition of the BTC using the proceeds from the capital increase, and was entrusted with their secure custody via the technological solution of Swiss company Taurus, a world leader in infrastructures for digital assets.
| Reported Date | BTC Acquisition |
BTC Acquisition € Cost Basis |
Total BTC Holdings |
Total BTC € Cost Basis |
Total BTC € Cost |
Total BTC € Net Asset Value |
|---|---|---|---|---|---|---|
| June 23, 2025 | 75 | €91,792 | 1,728 | €90,155 | €155,787,783 | €158,616,662 |
| June 17, 2025 | 182 | €93,264 | 1,653 | €90,081 | €148,903,379 | €154,165,568 |
| June 2, 2025 | 624 | €96,447 | 1,471 | €89,687 | €131,929,311 | €141,874,161 |
| May 22, 2025 | 227 | €93,518 | 847 | €84,706 | €71,746,119 | €79,209,857 |
| March 26, 2025 | 580 | €81,550 | 620 | €81,480 | €50,517,503 | €50,560,770 |
| December 4, 2024 | 25 | €90,511 | 40 | €80,468 | €3,218,718 | €3,261,985 |
| November 5, 2024 | 15 | €63,729 | 15 | €63,729 | €955,941 | €1,223,244 |
Detail of the group's BTC acquisitions:
Note: Total BTC € Net Asset Value as of June 23, 2025, is based on the acquisition cost by BTC of the latest acquisition as of the date of this press release.
It is also reminded that the announced and ongoing operations, namely the exercise of legal adjustment measures related to the OCA Tranche 1 subscription by TOBAM and Adam Back, could enable the acquisition of ~10 additional BTC, bringing the Company's total potential holding to 1,738 BTC.
The amounts indicated have been established based on an assumed theoretical value of BTC set at approximately €100,000, as well as an allocation of 90-95% of the funds raised to reinforce its Bitcoin Treasury Company strategy, rounded down to the nearest multiple of ten as a conservative measure.
Achievement of a BTC Yield of 1,231.7% YTD and 64.5% QTD
The Group has achieved a 'BTC Yield' of 1,231.7% YTD and 64.5% QTD. Details are as follows:
Year To Date (YTD):
| Reported Date | Total BTC Holdings |
Issued Common Shares |
Fully Diluted Shares1 |
BTC (sats) per Fully Diluted Share2 |
'BTC Yield' YTD3 |
'BTC Gain' YTD |
'BTC € Gain' YTD |
|---|---|---|---|---|---|---|---|
| June 23, 2025 | 1,728 | 130,170,510 | 316,207,689 | 546 | 1,231.7% | 492.7 | €45,224,376 |
| June 17, 2025 | 1,653 | 126,728,969 | 316,207,689 | 522 | 1,173.2% | 469.3 | €43,765,888 |
| June 2, 2025 | 1,471 | 108,862,920 | 299,355,400 | 491 | 1,097.6% | 439.0 | €42,342,772 |
| May 22, 2025 | 847 | 102,174,488 | 214,500,356 | 394 | 861.0% | 344.4 | €32,206,732 |
| March 26, 2025 | 620 | 93,384,449 | 186,413,170 | 332 | 709.8% | 283.9 | €23,152,139 |
| December 4, 2024 | 40 | 93,384,449 | 95,264,449 | 41 | 141.2% | 21.2 | €1,916,705 |
| November 5, 2024 | 15 | 85,051,121 | 85,051,121 | 17 |
Quarter To Date (QTD):
| Reported Date | Total BTC Holdings |
Issued Common Shares |
Fully Diluted Shares1 |
BTC (sats) per Fully Diluted Share2 |
'BTC Yield' QTD3 |
'BTC Gain' QTD |
'BTC € Gain' QTD |
|---|---|---|---|---|---|---|---|
| June 23, 2025 | 1,728 | 130,170,510 | 316,207,689 | 546 | 64.5% | 399.6 | €36,683,642 |
| June 17, 2025 | 1,653 | 126,728,969 | 316,207,689 | 522 | 57.2% | 354.8 | €33,091,903 |
| June 2, 2025 | 1,471 | 108,862,920 | 299,355,400 | 491 | 47.9% | 296.9 | €28,637,913 |
| May 22, 2025 | 847 | 102,174,488 | 214,500,356 | 394 | 18.7% | 115.8 | €10,827,822 |
| March 26, 2025 | 620 | 93,384,449 | 186,413,170 | 332 | 709.8% | 283.9 | €23,152,139 |
| December 4, 2024 | 40 | 93,384,449 | 95,264,449 | 41 | 141.2% | 21.2 | €1,916,705 |
| November 5, 2024 | 15 | 85,051,121 | 85,051,121 | 17 |
- (1) The number of shares on a fully diluted basis includes (i) the total number of ordinary shares outstanding, (ii) the shares that would be issued upon the full conversion of all currently issued convertible bonds of the Company, and (iii) the free shares granted.
- (2) BTC per Fully Diluted Share is calculated by dividing Total BTC Holdings by the Fully Diluted Shares outstanding at the end of each period. The result is then expressed as satoshis (sats) per Fully Diluted Shares outstanding, rounded down. There are 100,000,000 sats in 1 BTC. Each sat represents 0.00000001 BTC, the smallest unit of bitcoin.
- (3) As the BTC Yield is intended to illustrate how the Company finances the acquisition of BTC over a given period, the calculation of the number of shares on a fully diluted basis does not include unexercised BSA warrants, as they do not provide financing to the Company and have no impact on the Company's equity until they are exercised. The Company will provide further communication regarding the exercise of warrants and the resulting BTC acquisitions at a later stage.
Important information about 'BTC Yield', 'BTC Gain', and 'BTC € Gain' KPIs
The Company uses 'BTC Yield', 'BTC Gain' and 'BTC € Gain' as indicators to monitor its Bitcoin Treasury Company strategy. These indicators illustrate the manner in which the Company finances the acquisition of bitcoin in a given period by:
- § 'BTC Yield': indicator reflecting the percentage change in the ratio of Total BTC Holdings to Fully Diluted Shares outstanding over a given period;
- § 'BTC Gain': indicator that represents the number of BTC held by the Company at the beginning of a period multiplied by the 'BTC Yield' for such period; and
- § 'BTC € Gain': indicator representing the euro value of the 'BTC Gain' calculated by multiplying the 'BTC Gain' by the acquisition cost per BTC of the last acquisition of the applicable period. The Company has selected the last acquisition of the applicable period to determine the market price of bitcoin solely for the purpose of facilitating this illustrative calculation.
These indicators will be communicated periodically by the Company as part of its Bitcoin Treasury Company strategy, notably on a half-yearly and annual basis.
When the Company uses these KPIs, it also takes into account the various limitations of these metrics, including that they do not take into account debt and other liabilities and claims on company assets that would be senior to common equity, and that these indicators assume that all indebtedness will be refinanced or, in the case of the Company's (or its subsidiaries') convertible debt instruments, converted into shares of common stock in accordance with their respective terms.
Additionally, 'BTC Yield' is not, and should not be understood as, an operating performance measure or a financial or liquidity measure. In particular, 'BTC Yield' is not equivalent to "yield" in the traditional financial context. It is not a measure of the return on investment the Company's shareholders may have achieved historically or can achieve in the future by purchasing stock of the Company, or a measure of income generated by the Company's operations or its bitcoin holdings, return on investment on its bitcoin holdings, or any other similar financial measure of the performance of its business or assets. 'BTC Gain' and 'BTC € Gain' are not, and should not be understood as, operating performance measures or financial or liquidity measures. In particular, 'BTC Gain' and 'BTC € Gain' are not equivalent to "gain" in the traditional financial context. They also are not measures of the return on investment the Company's shareholders may have achieved historically or can achieve in the future by purchasing stock of the Company, or measures of income generated by the Company's operations or its bitcoin holdings, return on investment on its bitcoin holdings, or any other similar financial measure of the performance of its business or assets. It should also be understood that 'BTC € Gain' does not represent a fair value gain of the Company's bitcoin holdings, and 'BTC € Gain' may be positive during periods when the Company has incurred fair value losses on its bitcoin holdings.
The trading price of the Company's common stock depends on numerous factors in addition to the quantity of bitcoins the Company holds and number of actual or potential shares of its stock outstanding, and as a result, the market value of the Company's shares may trade at a discount or a premium relative to the market value of the bitcoin the Company holds, and neither 'BTC Yield', 'BTC Gain' nor 'BTC € Gain' are indicative or predictive of the trading price of the Company's securities.
As noted above, these KPIs are narrow in their purpose and are used by the Company to assist it in assessing the use of the equity capital, as it pertains to its bitcoin holdings only.
The Company's ability to achieve positive 'BTC Yield', 'BTC Gain', or 'BTC € Gain' may depend on a variety of factors, including its ability to generate profits in excess of its fixed charges and other expenses, as well as factors outside of its control, such as the price of bitcoin, and the availability of financing on favorable terms. Past performance is not indicative of future results.
The presentation of these KPIs does not imply any intention to pay dividends on its common shares in the future. Holding the Company's common shares does not equate to direct ownership of the Bitcoin held by the Company. Investors should rely on the financial statements and other disclosures by the Company. These KPIs are only intended as supplemental metrics for those who understand their purpose and limitations, not as replacements for traditional financial analysis.
Risk factors
The Company reminds that the risk factors related to the Company and to its business are detailed in its 2024 annual financial report, available for free on the Company's website (www.theblockchaingroup.com/investor/news-financial-information/). The realization of all or part of these risks could negatively impact the Company's operations, financial position, results, development, or outlook.
* * *
About The Blockchain Group (ALTBG)
The Blockchain Group is a Bitcoin Treasury Company listed on Euronext Growth Paris, specialized in Data Intelligence, AI, and Decentralized Tech consulting and development.
EURONEXT Growth Paris Ticker: ALTBG ISIN: FR0011053636 Reuters: ALTBG.PA Bloomberg: ALTBG.FP
Contact: [email protected]
Contacts - Actus Finance & Communication
| Investors | Media |
|---|---|
| Mathieu Calleux | Anne-Charlotte Dudicourt |
| [email protected] | [email protected] - +33 6 24 03 26 52 |
| Céline Bruggeman | |
| [email protected] - +33 6 87 52 71 99 |
The Blockchain Group press releases are available on: Financial information - The Blockchain Group
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Disclaimer
This press release does not constitute an offer to sell or a solicitation to purchase securities in any jurisdiction. It may not be regarded as an offer, solicitation, or sale in any jurisdiction where such an offer, solicitation, or sale would be unlawful before registration or certification under the local regulations.