The Smarter Web Company (LSE: SWC | OTCQB: TSWCF | FRA: 3M8) Existing Warrants – Voluntary Purchase Offer

The Smarter Web Company (LSE: SWC | OTCQB: TSWCF | FRA: 3M8) announces its intention to make a discounted voluntary purchase offer for holders of certain existing warrants granted in April 2025, exercisable between 24 April 2026 and 24 April 2028 (the “Pre-IPO Warrants”), to enable third-party Pre-IPO Warrant holders to realise value from their warrants ahead of their vesting (the “Voluntary Purchase Offer”).

Pre-IPO Warrants Overview

Under the terms of the Pre-IPO Warrants, holders are entitled to subscribe for new ordinary shares of 0.1p in the Company (“Ordinary Shares”) at an exercise price of 2.5 pence per share for a two-year period between 24 April 2026 and 24 April 2028.

The total number of Pre-IPO warrants outstanding is 96,066,335, of which, in aggregate 66,228,732 are held by parties related to the Company, comprising 39,000,000 held by 210k Capital L.P., an existing significant shareholder affiliated with Tyler Evans (Non-Executive Director), 25,778,732 are held by Andrew Webley (Chief Executive Officer) and his spouse, and a further 1,450,000 are held by directors or employees of the Company (“Related Holdings”).

Pre-IPO Warrant – Discounted Voluntary Purchase Offer

To minimise any potential market disruption arising from the exercise of the Pre-IPO Warrants and to allow relevant warrant holders, at their election, to realise value from their Pre-IPO Warrants prior to their vesting date, the Company is making a voluntary offer to purchase Pre-IPO warrants from all third-party holders (“Warrant Holders”).

The offer price is based on:

·    A reference share price of 30 pence per share (the closing bid price on 11 March 2026) (“Reference Price”)

·    The 2.5 pence warrant exercise price

·    A 25% discount to the net of the Reference Price less the warrant exercise

This results in an offer price of:

·    20.6 pence per warrant

This means Warrant Holders who wish to accept the offer will receive 20.6 pence per Pre-IPO Warrant in cash, ahead of their vesting on 26 April 2026, without needing to fund the exercise of their Pre-IPO Warrants.

Participation in this offer is entirely optional, and Warrant Holders remain free to retain their Pre-IPO Warrants and exercise them in accordance with their terms once they become exercisable. In order to avoid any perception of conflict, the Voluntary Purchase Offer will be made to all Warrant Holders other than those with Related Holdings (as set out above).

It is noted that the Board also reserves the right, at its sole discretion, to withdraw or amend the offer at any time prior to the closing date should it consider this to be in the best interests of the Company and its shareholders.

Strategic Rationale

The Company believes the Voluntary Purchase Offer represents a balanced approach that:

·    provides optional liquidity to Warrant Holders who may wish to realise value a fixed value for their Pre-IPO Warrants; and

·    allows the Company to simplify its share capital structure and manage potential equity overhang in an orderly manner; and

·    subject to acceptance, noting the discount to intrinsic value, provide the potential to improve the Company’s Bitcoin metrics, including BTC Yield.

The Company intends to fund any purchases up to a maximum offer size of £5 million through a combination of cash resources and new debt using a portion of the Coinbase Strategic Credit Facility, announced on 24 February 2026. It is noted that the Company currently has no outstanding debt, and it is intended that any borrowings will be repaid in the short term through a combination of operational cash flow and future equity issuance.

The total value of all outstanding Pre-IPO Warrants under the offer terms, excluding those held by related holders, is approximately £6.2 million. Should the offer be oversubscribed, the Company may, at its discretion, increase the size of the Voluntary Purchase Offer or scale back the offer.

The Board believes that using a mixture of cash and a modest and targeted use of short-term borrowings for this specific purpose is in the best interests of all shareholders, as it supports balance sheet flexibility and capital structure optimisation.

Closing Date

The Voluntary Purchase Offer will remain open until 17:00 (UK time) on Friday 13 March 2026 (“Offer Deadline”).

All Warrant Holders eligible for this offer will shortly receive an email and associated acceptance documents to complete, should they wish to accept this offer. Warrant Holders who wish to accept this offer and do not receive this email today are able to contact the Company by email at ir@smarterwebcompany.co.uk.

If you are a Warrant Holder and do not wish to accept the Voluntary Purchase Offer, no further action is required at this stage.

The Company will further update shareholders through a regulatory announcement following the Offer Deadline.

Enquiries: