Hamak Strategy Limited Completes Warrant Exchange Offer with 179.9 Million Warrants Tendered, Slashing Dilution by 80%

Gold Exploration and Bitcoin Treasury Strategy Fuel Strong Warrant Exchange Participation

Hamak Strategy Limited operates as a dual-focus investment vehicle combining advanced gold exploration assets in West Africa with a disciplined Bitcoin treasury management approach. The Akoko Gold project is the company’s flagship exploration asset and a key component of its West African portfolio. The strong warrant exchange uptake reflects investor confidence in the value creation potential of both the Akoko Gold project and the broader West African gold assets alongside Hamak’s Bitcoin treasury strategy. This unique combination positions Hamak as an innovative player blending traditional resource development with modern treasury diversification.

With participation nearly 80% above the minimum threshold, equity investors clearly view the capital structure simplification as highly beneficial. The exchange eliminates a significant source of potential dilution, previously clouding the investment thesis. Mike Murphy, Chief Strategy Officer and Executive Director, described the outcome as an "outstanding result," noting it "provides investors greater clarity and allows the market to focus more fully on value creation through the Akoko Gold project, our wider West African gold portfolio, and our disciplined Bitcoin treasury strategy." This highlights how warrant overhang had constrained market assessment of the company’s intrinsic value.

179.9 Million Warrants Tendered, Exceeding Minimum by Wide Margin

The final tally of 179,906,090 eligible warrants tendered significantly surpasses the 100 million minimum condition, exceeding it by approximately 79.9%. This strong demand validates the board’s decision to implement the warrant exchange as a streamlined solution to capital structure inefficiencies without requiring a shareholder vote or complex restructuring.

The 0.8 pence warrants tendered represented future dilution risk to existing shareholders. By exchanging these for a smaller number of new ordinary shares at a one-for-five ratio, Hamak has improved its capital structure in a way that benefits both warrant holders and existing shareholders. The exchange removes 143,924,872 potential shares from the warrant pool—an 80% reduction—substantially simplifying the equity framework. The voluntary offer’s high participation rate indicates warrant holders recognized the advantage of reducing future dilution risk in exchange for fewer shares now.

Issuance of 35.98 Million New Shares at One-for-Five Ratio

Under the offer terms, Hamak will issue 35,981,218 new ordinary shares to participating warrant holders based on the one-for-five exchange ratio. Despite the significant number of new shares issued, the net effect is favorable, enhancing capital structure clarity and removing future dilution uncertainty. The new shares will rank pari passu with existing ordinary shares, ensuring equal rights and privileges.

The company plans to apply for admission of these new shares to trading on the London Stock Exchange, providing liquidity and trading parity with existing shares. Final administrative verification and warrant cancellation processes are ongoing, with further announcements forthcoming to confirm share admission, updated voting rights, and residual warrant positions. This phased approach ensures transparency on timing and mechanics of the capital structure adjustment.

Directors and PDMRs Opt Out of Warrant Cancellation, Demonstrating Confidence

Notably, no Hamak directors or persons discharging managerial responsibilities (PDMRs) accepted the cancellation offer for their own warrants. This collective decision signals strong confidence in the company’s immediate and long-term prospects. The executive team’s choice to retain their warrant positions, despite the capital structure benefits of cancellation, underscores their belief in the upside potential of their holdings.

This insider confidence may reassure external investors who participated in the exchange. While external warrant holders reduced dilution risk, the board’s retention of warrants aligns interests and reinforces conviction in the company’s value creation strategy. The announcement’s emphasis on this point highlights its importance to the investment thesis.

Warrant Exchange Cuts Potential Dilution by 143.9 Million Shares

The exchange eliminates 143,924,872 potential shares from the pool that could have been issued upon warrant exercise, representing an 80% reduction in potential dilution. This outcome is significant for investors focused on capital structure efficiency and shareholder value preservation. Instead of facing uncertain dilution from hundreds of millions of warrants, Hamak has converted this risk into a smaller, more manageable capital structure change.

The company states this simplification "materially strengthens and simplifies Hamak's capital structure, gives investors greater clarity, and allows the market to focus more fully on value being created through the Akoko Gold project, our wider West African gold portfolio, and our disciplined Bitcoin treasury strategy." Clearer capital structure facilitates easier valuation and may reduce discounts linked to dilution uncertainty.

Bitcoin Treasury Strategy and Associated Risks

Hamak holds a portion of its treasury and surplus cash in Bitcoin, making it a direct participant in digital asset markets alongside its gold exploration activities. This dual strategy differentiates Hamak from traditional gold explorers but introduces risks linked to cryptocurrency volatility and regulatory uncertainty. The company discloses that it is not authorised or regulated by the Financial Conduct Authority (FCA) and that Bitcoin investments lack FCA oversight or protection under UK financial compensation schemes.

Material risks include Bitcoin’s high volatility, potential for total loss, limited regulatory safeguards, cyber-attack exposure, financial crime risks, and operational constraints on liquidating Bitcoin holdings. The company also acknowledges reputational risks associated with cryptoassets, such as fraud and money laundering concerns. Investors should understand that exposure to Hamak shares entails indirect exposure to these Bitcoin-related risks, which differ materially from conventional gold exploration risks.

Focus on Akoko Gold Project and West African Portfolio

The Akoko Gold project is the centerpiece of Hamak’s West African exploration portfolio and a primary driver of shareholder value. While detailed technical data is not provided in this announcement, management emphasizes Akoko’s importance in value creation. The warrant exchange is partly intended to enable the market to better focus on the value generated by Akoko and the broader gold assets.

Investors seeking detailed insights into Akoko’s resource potential, exploration progress, and development plans should refer to dedicated technical disclosures. The warrant exchange does not affect the underlying assets but simplifies the capital structure supporting their development. This cleaner equity base may enhance communication of the company’s gold exploration merits going forward.

Completion Steps and Admission Process

Although the warrant exchange offer has closed decisively, final administrative verification and cancellation of tendered warrants remain. Hamak will issue 35,981,218 new ordinary shares and cancel the corresponding warrants per the offer terms. A subsequent announcement will confirm new share admission, updated voting rights, and the residual warrant position after processing.

The company will apply for admission of the new shares to trading on the London Stock Exchange. This staged process reflects standard market practice, ensuring transparency and regulatory compliance. Until final verification concludes, the announced figures remain subject to confirmation, though material changes are unlikely given the scale of oversubscription and absence of outstanding conditions.

Management’s Perspective on Warrant Exchange Outcome

Mike Murphy, Chief Strategy Officer and Executive Director, described the warrant exchange as a "strong endorsement of the Board's decision to listen to shareholders and act decisively." He highlighted the exceptional participation as validation of the strategic choice to address capital structure inefficiencies.

Murphy emphasized that the exchange "materially strengthens and simplifies Hamak's capital structure, gives investors greater clarity, and allows the market to focus more fully on value creation through the Akoko Gold project, our wider West African gold portfolio, and our disciplined Bitcoin treasury strategy." He thanked participating warrant holders and shareholders for their support and stated that "Hamak is now better positioned to move forward with confidence," setting the stage for future strategic development.

Residual Warrants and Future Capital Structure Monitoring

Following cancellation of 179,906,090 eligible warrants, some warrants remain outstanding. The company will provide further details on the residual warrant position once processing completes. This indicates that not all warrants were eligible or that some holders declined participation.

The residual warrants represent ongoing capital structure complexity, albeit substantially reduced. Investors should monitor forthcoming disclosures to assess the scale and nature of remaining warrant overhang, which may involve different warrant classes or strategic decisions by holders. Transparent communication of residual warrants aligns with best practices for a London Stock Exchange-listed entity.