Proposed £30 million ATM facility and £5 million Convertible Loan Note Issuance
Hamak Strategy Ltd. (LSE: HAMA / OTCQB: HASTF), a company combining traditional gold exploration in Africa with a Digital Asset Treasury Management strategy, is pleased to announce it has signed a funding package for a £5 million Convertible Loan Note (“CLN”) with YA II PN, Ltd (“YA”), an institutional investor managed by Yorkville Advisors Global (the “Yorkville Group”) which also includes a proposed At The Market (“ATM”) facility with its corporate broker AlbR Capital of up to £30 million.
Chairman Nick Thurlow commented: “We have been approached by a multitude of parties offering various funding opportunities over the past few months. The Yorkville Group and ATM deal stood out as a win for both the Company and our investors as it provides Hamak with funding flexibility for us to pursue our strategy on a managed basis.
“We look forward to a long partnership with the Yorkville Group and believe that it can further assist us in the US and with the activation of our OTC strategy.
“We will also announce further material developments in regard to our Treasury policy shortly, where the market will be able to see our commitment to our dual gold/bitcoin strategy to grow shareholder value.”
Convertible Loan Note (“CLN”)
The principal amount of the CLN is £5 million which will be drawn down, net of fees.
The CLN is conditional inter alia on certain conditions precedent (“Conditions Precedent”), which shall be satisfied within 30 days, including:
(i) the passing of a shareholder resolution (“Waiver Resolution”) to be proposed at a general meeting of the Company to be held on 3 November 2025 at 11.30 (“General Meeting”) to waive all and any pre-emption rights in respect of the issue of (a) shares to cover repayment should YA exercise its conversion rights and (b) any shares to be issued pursuant to the ATM;
(ii) the establishment of certain security arrangements to support the CLN; and
(iii) the execution of the ATM.
The CLN can be converted into new Hamak shares by YA at a 20% premium to the lower of:
(i) the Closing Price of the Shares at the end of the trading day immediately prior to the Completion Date (being the date on which all conditions precedent to drawdown of the funds are met); and
(ii) the average of the VWAP over the five trading days ended on the trading day immediately preceding the Completion Date.
Repayment of the loan will be amortised at a rate of £500,000 (plus any accrued interest) per month over one year after the first sixty days from draw down, unless YA has previously exercised its conversion rights. The loan attracts a modest 5% coupon which will begin to accrue from the first drawdown after Completion Date. The Company has the option to repay the CLN early, and proceeds received from the ATM will first be used to repay the CLN.
At the Market (“ATM”) Facility
The Company is also pleased to announce that it has provisionally agreed to enter into an ATM facility of up to £30 million with its broker AlbR Capital. The purpose of the ATM is to provide the Company with a controlled mechanism to issue new shares in the future to raise capital to fund the progression of the Company’s ambitious gold and bitcoin treasury management growth plans and to repay the amortisation of the YA CLN.
The Company will be fully in control of the use of the ATM including setting a variable floor price and volume of shares to be traded, as well as when to trade shares. This ensures an orderly market of its shares to meet future demand and ensures the maintenance of an orderly market in the Company’s shares at all times.
Entering into the full formal ATM agreement is expected to be achieved prior to the General Meeting, at which time a further announcement will be made. As with the CLN issuance, the use of the ATM facility is, de-facto, subject to shareholder approval to issue new shares.
General Meeting
The CLN has been signed with drawdown of the CLN and issuance of new shares via the ATM being conditional on (inter alia) the Waiver Resolution being passed at the General Meeting.
A notice of meeting circular and voting proxy forms are expected to be posted to shareholders on or about 17th October 2025 and the General Meeting is scheduled for 3 November at 11am at the offices of AlbR Capital at 80 Cheapside, London, EC2V 6EE.
The Company advises that it has secured Irrevocable Undertakings to vote in favour of the Waiver Resolution, primarily from its Board and management as well as certain large shareholders, for a total of 26.25% of the current issued share capital.
Dr Arthur Laffer’s UK visit
During the week commencing 20 October 2025, Dr Arthur Laffer will be visiting the UK for a series of public appearances, which includes a panel event at the London School of Economics. As part of his itinerary, on 22 October, Dr Laffer will be speaking to a select group of investors at an event hosted by Hamak, which will also include a short company presentation. No new company information will be disclosed at the event.