Bitcoin Purchase, ATM 2 Complete, ATM 3 Launch

3rd September 2026

B HODL Plc

("B HODL" or "The Company")

Bitcoin Purchase, ATM 2 Completion & Launch of new ATM 3 equity offering

B HODL Plc (AQSE: HODL | OTCQB: HODLF | FRA: F5S), the first British company founded to Buy, Hold, Deploy and Compound Bitcoin, is pleased to announce the purchase of Bitcoin funded by the proceeds of its second At-the-Market ("ATM") equity offering ("ATM 2"), which has now successfully completed, together with the launch of a new at-the-market equity offering ("ATM 3") to continue funding the Company's ongoing Mission: Compound Bitcoin.

Completion of ATM 2 Programme and Bitcoin Purchase

The Company confirms that it has now completed ATM 2, having sold a total of 600,000 ordinary shares at an average price of 8.06 pence per share, generating gross proceeds of £48,275.

The Board notes that the average Bitcoin per share achieved through ATM 2 was approximately 135 sats per share, representing accretive issuance relative to the Company's Bitcoin per share prior to commencement of the programme. This demonstrates the effectiveness of disciplined issuance in increasing shareholder exposure to Bitcoin over time.

A portion of the Bitcoin purchase announced today has also been funded by the Company's Capital Deployment Programme announced on 12 March 2026.

Details of the purchase are as follows:

●     Number of Bitcoin acquired: 1 BTC

●     Average purchase price: £57,680.15 per Bitcoin (US $77,772.17 per Bitcoin)

The Company's Bitcoin treasury position is now:

●     Total Bitcoin held: 167.487 BTC

●     Aggregate average purchase price: £81,673 per Bitcoin (US $110,129 per Bitcoin)

●     Aggregate cost basis: £13,679,207

●     Sats per share: 120.16 (Previously 117.77, as of 30th April 2026)

Launch of ATM 3 Equity Offering

The Board considers that ATM 2 operated as intended, facilitating disciplined and accretive capital formation, increasing Bitcoin per share ("sats per share") for its shareholders, while maintaining an orderly market in the Company's shares.

Accordingly, the Company has entered into a further subscription agreement ("Subscription") with Canaccord Genuity Limited ("Canaccord") to implement a new at-the-market equity offering for up to 600,000 new ordinary shares of £0.01 each in the capital of the Company (the "New Ordinary Shares").

ATM 3 is intended to be accretive to shareholders, supporting continued growth sats per share. Sales will be made from time to time at Canaccord's discretion, provided that each sale is accretive by reference to the Company's Bitcoin mNAV framework as assessed at the time of execution.

Admission

Application will be made for the New Ordinary Shares to be admitted to trading on the Access segment of the AQSE Growth Market ("Admission"). Admission is expected to occur on or around 8th September 2026.

Total Voting Rights

Following Admission, the Company's total issued and voting share capital is expected to consist of 139,981,691 Ordinary Shares. The Company does not hold any ordinary shares in treasury. The above figures may be used by shareholders for the calculations by which they determine whether they are required to notify their interest in, or a change to their interest in, the Company, noting that the Company's Isle of Man incorporation means the applicable disclosure thresholds may differ from the standard UK regime and should be confirmed with the Company's advisers before submission.

Commenting, Freddie New (CEO) said:

"We are pleased to have successfully completed ATM 2, deploying the proceeds into further Bitcoin for our treasury, and to now launch ATM 3, continuing our disciplined approach to accretive capital formation. This ongoing programme allows us to keep growing Bitcoin per share for our shareholders while maintaining an orderly market in the Company's shares. With the Bitcoin price having moved significantly down during the past ten months, putting pressure on the entire industry, we are both delighted and grateful to our shareholders for their ongoing support, which has meant we are one of the few treasury companies currently able to run an ATM programme and to fund new BItcoin purchases in this way."

The Directors of B HODL Plc take responsibility for this announcement.

For further information, please contact:

About B HODL:

B HODL is the first UK listed company founded for Bitcoin accumulation and revenue generation. The Company operates a treasury led strategy, deploying its Bitcoin holdings to power the Lightning Network and generate sustainable revenues from routing fees and liquidity provision. With a world class team and a Bitcoin only focus, B HODL aims to become the leading British Bitcoin company, giving investors transparent exposure to the growth of Bitcoin as both a strategic asset and a global financial standard.

Important Notice

The Company intends to hold treasury reserves and surplus cash in Bitcoin. This is a type of cryptocurrency or cryptoasset. Whilst the Board of Directors of the Company considers holding cryptocurrencies to be in the best interests of the Company, the Board remains aware that the financial regulator in the UK (the Financial Conduct Authority or FCA) considers investment in cryptocurrencies to be high risk. It is important to note that an investment in the Company is not an investment in cryptocurrencies, either directly or by proxy, and shareholders will have no direct access to the Company's holdings. However, the Board of Directors consider cryptocurrencies to be an appropriate store of value and potential growth and therefore appropriate for the Company's reserves. Accordingly, the Company is and intends to continue to be materially exposed to cryptocurrencies. Such an approach is innovative, and the Board of Directors wish to be clear and transparent with prospective and actual investors in the Company on the Company's position in this regard.

The Company is neither authorised nor regulated by the FCA, and the purchase of certain cryptocurrencies is generally unregulated in the UK. As with most other investments, the value of cryptocurrencies can go down as well as up, and therefore the value of the Company's cryptocurrency holdings can fluctuate. The Company may not be able to realise its cryptocurrency holdings for the same amount as it paid to acquire them, or even for the value the Company currently ascribes to its cryptocurrency positions, due to market movements. Neither the Company nor investors in the Company's shares are protected by the UK's Financial Ombudsman Service or the Financial Services Compensation Scheme.

Nevertheless, the Board has taken the decision to invest in cryptocurrencies and in doing so is mindful of the special risks that cryptocurrencies present to the Company's financial position. These risks include, but are not limited to: (i) the value of cryptocurrencies can be highly volatile, with value dropping as quickly as it can rise, and investors in cryptocurrencies must be prepared to lose all money invested; (ii) the cryptocurrency market is largely unregulated, and there is a risk of losing money due to risks such as cyber attacks, financial crime and counterparty failure; (iii) the Company may not be able to sell its cryptocurrencies at will, since the ability to sell depends on various factors including supply and demand in the market at the relevant time, and operational failings such as technology outages, cyber attacks and comingling of funds could cause unwanted delay; and (iv) cryptoassets are characterised in some quarters by high degrees of fraud, money laundering and financial crime, and there is a perception in some quarters that cyber attacks are prominent, which can lead to theft of holdings or ransom demands. Prospective investors in the Company are encouraged to do their own research before investing.