BTC AB Enters into a 200 MSEK "ATM-type" Equity Facility with a Group of Investors

REG

THIS PRESS RELEASE MAY NOT BE RELEASED, PUBLISHED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, BELARUS, CANADA, HONG KONG, JAPAN, NEW ZEALAND, RUSSIA, SOUTH AFRICA, SOUTH KOREA, SWITZERLAND OR IN ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLISHING OR DISTRIBUTION OF THIS PRESS RELEASE WOULD BE UNLAWFUL OR REQUIRE REGISTRATION OR OTHER MEASURES IN ADDITION TO THOSE REQUIRED BY SWEDISH LAW. SEE SECTION "IMPORTANT INFORMATION" AT THE END OF THIS PRESS RELEASE.

B Treasury Capital AB (“BTC AB” or the “Company”) has entered into an "At the Market" (ATM) -type equity financing facility agreement (the "Agreement") with three selected investors, who are existing shareholders of the Company, enabling flexible capital raising of up to 200 million SEK during the following six months. Additional investors, including new shareholders, may be added to the group in the future. The facility allows, but does not require, each investor to subscribe for shares up to twice weekly, with the total subscription volume capped at 10 percent of the daily trading volume of the previous trading day, divided among participating investors. The subscription price will be the higher of the previous trading day's closing price or volume-weighted average price (“VWAP”) of the previous trading day.

BTC AB retains full discretion regarding when and whether to execute share issues under the Agreement. Further, the Agreement shall not restrict the right of the Company to resolve upon and complete, at its own discretion, share issues outside the framework of the Agreement.

Key Terms of the Facility:
Subscription volume capped at 10 percent of the previous trading day's daily trading
volume on Spotlight Stock Market.

Investors may submit subscription requests up to twice weekly, outside the opening hours
of the Spotlight Stock Market.

The total volume will be allocated between investors participating in each subscription.
Pricing will be determined by the higher of (1) the previous trading day's closing price or
(2) the previous trading day's VWAP.

The Agreement does not include lock-up commitments.

Comments from BTC AB:
"We are now establishing a robust infrastructure for continuous and flexible capital raising. This ATM facility is a strategic addition to our capital structure, complementing any future public share issues conducted under the Prospectus Regulation (EU) 2017/1129.

The design of this facility minimizes market disruption and ensures transparent, market-based pricing that maintains fairness for all investors trading our shares. As BTC AB continues to grow, begins trading on OTC markets, and sees increased daily trading volumes, this facility allows us to scale our capital raises dynamically.

Ultimately, we believe this structure positively impacts the Company and all shareholders by providing efficient, cost-effective capital access, enhancing liquidity, and supporting ongoing growth in our Bitcoin holdings and specifically the Bitcoin per share ratio of our shareholders."

- Christoffer De Geer, CEO

Structure and Unique Features:
This equity facility is inspired by the U.S. At-the-Market (ATM) model, in which capital increases occur at market prices and is initiated by the subscribing investor according to their desired volume. Unlike traditional ATM programs, which typically involve financial intermediaries systematically selling shares into the market without intending to hold them, investors in BTC AB’s facility retain discretion to hold, sell, or otherwise manage the acquired shares as they see fit. Investors participating in BTC AB’s ATM facility do not provide underwriting or placement services, nor do they receive remuneration from BTC AB related to the transactions under the Agreement. Subscription requests may be intended to restore the investors’ shareholding position following sales it may have made. Provided that BTC AB chooses to execute share issues following subscription requests, the subscription requests each week will be aggregated into a single weekly share issue per investor, priced at the average of the investor’s subscription requests for that week.

BTC AB will publish separate press releases of any subscription requests and resolutions on
share issues.

About Preferential Rights
By opting for this flexible ATM facility instead of a traditional rights issue, BTC AB ensures quicker, more efficient, and less costly access to capital. This approach protects the Company from market volatility risks and avoids the discounts and additional costs associated with traditional rights issues. Most importantly, this facility enables BTC AB to raise capital efficiently at premium valuations, directly benefiting shareholders by increasing the Bitcoin per share ratio without giving special discounts or advantages to any investor.

This information constitutes inside information that B Treasury Capital AB is required to disclose pursuant to the EU Market Abuse Regulation 596/2014. The information was submitted for publication by the contact person listed below on July 15, 2025, at 08:30 CET/CEST.

For further information, please contact:
Christoffer De Geer, CEO
Email: hello@btc.se


Important information
The release, announcement or distribution of this press release may, in certain jurisdictions, be subject to restrictions according to law and recipients of this press release in jurisdictions where this press release has been published or distributed should inform themselves of and follow such legal restrictions. The recipient of this press release is responsible for using this press release, and the information contained herein, in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer to sell, or a solicitation of any offer, to acquire or subscribe for any securities in the Company in any jurisdiction, where such offer would be considered illegal or require registration or other measures.

This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States absent registration or an exemption from registration under the US Securities Act of 1933, as amended (the Securities Act”), and may not be offered or sold within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States. The information in this press release may not be announced, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, within or into the United States, Australia, Belarus, Hong Kong, Japan, Canada, New Zealand, Russia, Switzerland, South Africa, South Korea or in any other jurisdiction where such announcement, publication or distribution of the information would not comply with applicable laws and regulations or where such actions are subject to legal restrictions or would require registration or other measures than what is required under Swedish law. Actions taken in violation of this instruction may constitute a crime against applicable securities laws and regulations.

This press release is not a prospectus as set forth in Regulation (EU) 2017/1129 (the “Prospectus Regulation”) and has not been approved by any regulatory authority in any jurisdiction. The Company has not approved any securities offering to the public in any member state of the EES and no prospectus has been published or will be published in connection with the share issues. In each member state of the EES, this message is only directed towards “qualified investors” in that member state in accordance with the definition in the Prospectus Regulation.

In the United Kingdom, this document and any other materials in relation to the securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, “qualified investors” (according to the definition in article 86(7) of the British Financial Services and Markets Act 2000) who are (i) persons having professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the British Financial Services and Markets Act 2000 (Financial Promotion)
Order 2005 (the “Order”); or (ii) high net worth entities falling within Article 49(2)(a)-(d) of the Order (all such persons together being referred to as “relevant persons”). In the United Kingdom, any investment or investment activity to which this communication relates is available only to, and will be engaged in only with, relevant persons. Persons who are not relevant persons should not take any action on the basis of this press release and should not act or rely on it.

This press release does not identify, or purport to identify, the risks (direct or indirect) that may be associated with an investment in the Company’s shares. Any investment decision to acquire or subscribe for new shares in the share issues must be made on the basis of all publicly available information relating to the Company and the Company’s shares. This press release does not constitute a recommendation for any investors' decisions regarding the share issues. Each investor or potential investor should conduct an examination on their own, analysis and evaluation of the business and information described in this press release and any publicly available information. The price and value of the securities can decrease as well as increase. Achieved results do not provide guidance for future results. Neither the contents of the Company's website nor any other website accessible through hyperlinks on the Company's website are incorporated into or form part of this press release.

Failure to follow these instructions may result in a breach of the Securities Act or applicable laws in other jurisdictions.

Forward-looking statements
This press release contains forward-looking statements that reflect the Company’s intentions, assessments, or expectations about the Company’s future results, financial position, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Company operates. Forward-looking statements are statements that do not relate to historical facts and may be identified by the inclusion of words such as “believe”, “expect”, “anticipate”, “intend”, “may”, “plan”, “estimate”, “will”, “should”, “could”, “aim” or “might”, or, in each case, their negative, or similar expressions. The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further
assumptions. Although the Company believes that the assumptions reflected in these forwardlooking statements are reasonable, it cannot be guaranteed that they will materialize or prove to be correct. Because these assumptions are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements as a result of many factors. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The Company does not guarantee that the assumptions underlying the forward-looking statements in this press release are free from errors and readers of this press release should not place undue reliance on the forward-looking statements in this press release. The information, opinions and forward-looking statements that are expressly or implicitly contained herein speak only as of the date of this press release and are subject to change. Neither the Company nor anyone else undertake to review, update, confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this press release, unless this is required under law or Spotlight’s Regulations.

Datum 2025-07-15, kl 08:30
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