22 April 2026

Roundhouse Digital LTD.

("Roundhouse" or the "Company")

Loan Agreement

Roundhouse (AQSE: ETHL), an artificial intelligence technology company with an Ethereum-denominated treasury, announces that it has entered into an open-term loan agreement with Payward Oceanic Ltd., which is registered with the British Virgin Islands Financial Services Commission and a part of the Payward group of companies (the operator of the Kraken cryptocurrency exchange), pursuant to which it has borrowed USD 350,000 (the "Loan"). The Loan shall bear interest of 9% per annum.

The Loan is secured against a portion of the Company's Ethereum ("ETH") holdings, which have been pledged as collateral under the terms of the Loan. The Company retains beneficial ownership of the pledged ETH, subject to the collateral requirements of the agreement.

The Loan is subject to customary terms and conditions, including collateral maintenance requirements. In the event of significant adverse movements in the price of ETH, the Company may be required to provide additional collateral or partially repay the facility.

The Loan provides the Company with additional working capital while allowing it to maintain exposure to its ETH held in treasury, which support its core revenue-generating activities in providing artificial intelligence and technology services. The Board believes this represents an efficient use of the Company's balance sheet to support operational growth.

 Contact information

The Directors of the Company accept responsibility for the contents of this announcement.

Additional information about the Company can be found on the website: https://www.roundhousedigital.ai/

About the Company:

Roundhouse is a technology company specialising in artificial intelligence agent deployment infrastructure. Our business model combines active operational services in artificial intelligence with complementary strategic treasury management capabilities, positioning us as a comprehensive technology services provider. The Company operates as a hybrid business model combining an active operating business, in the technology space, primarily as an artificial intelligence service provider which will be the Company's primary revenue driver while also establishing an Ethereum denominated strategic treasury reserve. The Company has taken this dual approach to ensure that the Company's primary operations of being a technology company maintains its operational independence while optimising capital allocation for long-term value creation. The Company intends to achieve this by providing the following services: AI infrastructure services, platform licensing, and consulting. 

Important Notice:

The Company holds cryptocurrencies or cryptoassets. 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. At the outset, 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. Accordingly, the Company is and intends to continue to be materially exposed to cryptocurrencies. 

The Company is neither authorised nor regulated by the FCA, and the purchase of certain cryptocurrencies are 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 cryptocurrencies holdings can fluctuate. The Company may not be able to realise its cryptocurrencies holdings for the same as it paid to acquire them or even for the value the Company currently ascribes to its cryptocurrencies 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.

Cryptocurrencies may present special risks 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. Investors in cryptocurrencies must be prepared to lose all money invested in cryptocurrencies; (ii) the cryptocurrencies market is largely unregulated. 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. The ability to sell cryptocurrencies depends on various factors, including the supply and demand in the market at the relevant time. 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. Prospective investors in the Company are encouraged to do their own research before investing.