Bitcoin Purchase and Subscription Agreement Update

05 May 2026

The Smarter Web Company PLC

("The Smarter Web Company" or the "Company")

Bitcoin Purchase and Subscription Agreement Update

The Smarter Web Company (LSE: SWC | OTCQB: TSWCF | FRA: 3M8) announces the purchase of additional Bitcoin as part of "The 10 Year Plan" which includes an ongoing treasury policy of acquiring Bitcoin. Details are as follows:

·    Number of Bitcoin Purchased: 27 Bitcoin

·    Average Purchase Price: £56,799 per Bitcoin ($77,087 per Bitcoin)

·    Amount Purchased: £1,533,569

·    Total Bitcoin Holdings: 2,805 Bitcoin

·    Total Average Purchase Price: £81,544 per Bitcoin ($110,672 per Bitcoin)

·    Total Amount Purchased: £228,732,074

·    The Company has achieved a Quarter-to-Date BTC Yield* of 13.98% on its treasury

*   As defined below

Coinbase Strategic Credit Facility

Following the Bitcoin purchase announced today, total drawings under the facility are £15,000,000, representing an approximate leverage ratio of 10.15%. The Company will continue to provide updates on any material drawdowns or repayments in future regulatory announcements.

The terms of the facility with Coinbase remain unchanged. The loan is secured against the Company's existing Bitcoin holdings, carries a competitive variable interest rate of between 6.75% to 7.25%, and is repayable without additional charges at the Company's discretion.

Subscription Agreement Update - £0.1m Gross Proceeds

The Company also announces that 310,000 Ordinary Shares have been placed in accordance with the terms of the Subscription Agreement announced on 24 December 2025 (the "Subscription Shares").

The gross proceeds from the placing of the Subscription Shares will be £117,900 (before expenses), equivalent to approximately £0.38 per share, and the Company will receive approximately 98.25% of the proceeds as settlement. The balance of Ordinary Shares not yet placed pursuant to the Subscription Agreement is 52,067,540.

Enquiries:

About The Smarter Web Company:

The Smarter Web Company offers web design, web development and online marketing services. Clients pay an initial fee, an annual hosting charge and an optional monthly marketing charge. Growth opportunities exist for The Smarter Web Company around these existing services.

In addition to organic growth, the Company will progress an acquisition strategy targeting other businesses with a view to growing its number of clients and / or recurring revenue. The Smarter Web Company will only make acquisitions where the Directors believe the timing and opportunity is appropriate.

Since 2022, The Smarter Web Company has adopted a policy of accepting payment in Bitcoin. The Company believes that Bitcoin forms a core part of the future of the global financial system and as the Company explores opportunities through organic growth and corporate acquisitions is pioneering the adoption of a Bitcoin Treasury Policy into its strategy.

Please also see "The 10 Year Plan" announced by the Company via regulatory news at 07:00 on 28 April 2025 and available on the Company website.

Visit our website: https://www.smarterwebcompany.co.uk

Follow us on X: https://x.com/smarterwebuk

The Smarter Web Company's Legal Entity Identifier (LEI) is 213800VQO9FUG4PZMP73.

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

Important Notice:

The Smarter Web Company Plc holds treasury reserves and surplus cash in Bitcoin. Bitcoin is a type of cryptocurrency or cryptoasset. Whilst the Board of Directors of the Company considers holding Bitcoin 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 Bitcoin to be high risk. An investment in the Company is not an investment in Bitcoin, either directly or by proxy. However, the Board of Directors of the Company consider Bitcoin to be an appropriate store of value and growth for the Company's reserves and, accordingly, the Company is materially exposed to Bitcoin. Such an approach is innovative, and the Board of Directors of the Company 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 in the conduct of its business by the FCA. And there is currently limited regulation of cryptocurrencies (such as Bitcoin) in the UK. As with most other investments, the value of Bitcoin can go down as well as up, and therefore the value of the Company's Bitcoin holdings can fluctuate. The Company may not be able to realise its Bitcoin exposure for the same as it paid in the first place or even for the value the Company ascribes to its Bitcoin positions due to these market movements. An investment in the Company is not protected by the UK's Financial Ombudsman Service or the Financial Services Compensation Scheme.

Nevertheless, the Board of Directors of the Company has taken the decision to invest in Bitcoin, and in doing so is mindful of the special risks Bitcoin presents to the Company's financial position. These risks include (but are not limited to): (i) the value of Bitcoin can be highly volatile, with value dropping as quickly as it can rise. Investors in Bitcoin must be prepared to lose all money invested in Bitcoin; (ii) the Bitcoin 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 buy or sell its Bitcoin at will. The ability to buy or sell Bitcoin 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. In addition, there is a perception in some quarters that cyber-attacks are prominent which can lead to theft of holdings or ransom demands. The Board of Directors of the Company does not subscribe to such a negative view, especially in relation to Bitcoin. However, prospective investors in the Company are encouraged to do your own research before investing.

BTC Yield is a key performance indicator (KPI) that reflects the percentage change in the ratio of Total Bitcoin Holdings to Shares In Issue (Fully Diluted) over a given period. The Company uses BTC Yield to assess the performance of its Bitcoin acquisition strategy, which is intended to be accretive to shareholders.

Quarter-to-Date BTC Yield specifically measures this percentage change from the end of the first calendar quarter (31 March 2026) up to the present date.

Diluted Market Cap is defined as the Company's current share price multiplied by the fully diluted shares in issue.

Enterprise Value is defined as the sum of the Diluted Market Cap and our total notional debt, less our treasury cash balance.

Net Asset Value is defined as the sum of the market value of Bitcoin held and our treasury cash balance, less total notional debt.

mNAV is defined as the Enterprise Value divided by Net Asset Value.