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)
|
Price(s)
|
Volume(s)
|
|
nil
|
25,000,000
Ordinary Shares
|
c.2)
|
Price(s)
|
Volume(s)
|
|
nil
|
10,188,976 Ordinary
Shares
|
|
|
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)
|
Price(s)
|
Volume(s)
|
|
nil
|
25,000,000
Ordinary Shares
|
c.2)
|
Price(s)
|
Volume(s)
|
|
nil
|
10,188,975 Ordinary
Shares
|
|
|
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
|