Subscription Agreement, Credit Facility & TVR

28 September 2026

The Smarter Web Company PLC
(“The Smarter Web Company” or the "Company")
Subscription Agreement Update, Coinbase Strategic Credit Facility Update, Exercise of Warrants and TVR

The Smarter Web Company announces that 2,710,442 Ordinary Shares have been sold in accordance with the terms of the Subscription Agreement announced on 24 December 2025 (the “Subscription Agreement”).

The gross proceeds from the sale of these shares will be £1,891,933, equivalent to approximately £0.70 per share, and the Company will receive approximately 98.25% of these proceeds in accordance with the terms of the Subscription Agreement. The balance of Ordinary Shares issued under the Subscription Agreement which have not yet been sold is 41,213,788.

Coinbase Strategic Credit Facility

The Company intends to use some of the net proceeds from the placing of the Subscription Shares to reduce the outstanding amount under its strategic credit facility with Coinbase from approximately £20.8 million to approximately £19.0 million following receipt of funds. The current sterling equivalent of £20.8 million compares with the previously stated amount of £20.5 million, with the difference reflecting movements in the USD/GBP exchange rate.

The Company continually reviews its capital allocation priorities and will deploy proceeds from capital raises in accordance with those priorities at the relevant time. In this instance, the Board believes that reducing the outstanding balance under the Coinbase facility is advantageous. The Company will continue to provide updates on any material drawdowns or repayments in future regulatory announcements.

The Company has also been notified by Coinbase that the variable interest rate applicable to the facility has increased from 6.00% to 6.25%. The loan remains secured against the Company’s existing Bitcoin holdings and is repayable without additional charges at the Company’s discretion.

Exercise of Warrants

A total of 750,000 warrants have been exercised at £0.025 per share during September to date, resulting in gross proceeds of £18,750. Accordingly, 750,000 ordinary shares of £0.001 nominal value each (the “Ordinary Shares”) have been issued pursuant to the warrant exercises.

Following this exercise, 31,678,732 warrants remain outstanding, each with an exercise price of £0.025 per share. Of the total number of warrants outstanding, 25,778,732 are held by Andrew Webley, Chief Executive Officer of the Company, and his spouse, with a further 1,450,000 warrants held by directors and employees of the Company.

Total Voting Rights

In accordance with the Financial Conduct Authority's Disclosure and Transparency Rules, the Company hereby announces that it has 375,590,705 ordinary shares of £0.001 each in issue, each share carrying the right to one vote. The Company does not hold any ordinary shares in treasury.

The above figure of 375,590,705 ordinary shares may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the Financial Conduct Authority's Disclosure and Transparency Rules.

Notification of Admission of Further Securities to Trading (PRM 1.6.4R)

The following notification is made in accordance with The Public Offers and Admissions to Trading Regulations 2024 (POATRs) PRM 1.6.4R.
 

Enquiries

About The Smarter Web Company

The Company owns and operates digital services businesses focused on web design, development and digital marketing. The Company serves more than 500 clients across a diverse range of sectors and generates a substantial proportion of its revenue through long-term client relationships and retained service arrangements.

The Company's strategy combines the operation and acquisition of cash-generative businesses with a Bitcoin treasury policy designed to build long-term Shareholder value (the "Bitcoin Treasury Policy"). The Directors believe that Bitcoin will form a significant part of the future global financial system and have therefore adopted this Bitcoin Treasury Policy under which Bitcoin is the Company's primary treasury reserve asset.

The primary objectives of the Bitcoin Treasury Policy are to support the Company’s overall capital position and to seek to increase Bitcoin per share over time, with a secondary objective of increasing the total number of Bitcoin held on the Company's balance sheet. The Directors believe that growing Bitcoin per share while simultaneously increasing the scale of the Company's Bitcoin holdings creates a stronger balance sheet and supports the Company as a whole in providing a more attractive investment proposition for existing and prospective Shareholders.

As the strength of the balance sheet increases, the Company believes it can access larger pools of capital on favourable terms, provided such capital raising activity remains accretive to Bitcoin per Ordinary Share. This creates a cycle in which capital can be deployed to pursue strategic acquisitions and acquire additional Bitcoin that strengthen the Company's operating businesses, increase revenues and cash generation, and further enhance the overall strength of the Company.

The Ordinary Shares are admitted to listing on the equity shares (commercial companies) category of the Official List and to trading on the Main Market of the London Stock Exchange under the ticker SWC and are quoted on the OTCQB Venture Market in the U.S. under the ticker TSWCF. The Ordinary Shares can also be traded on the Frankfurt Stock Exchange under the ticker 3M8.

Please also see "The 10 Year Plan", announced by the Company via regulatory information service at 7.00 a.m. on 28 April 2025 and available on the Company's website: https://www.smarterwebcompany.co.uk

Follow the Company 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.