Belgravia Hartford Announces USD$5M Convertible Secured Debenture with Round13 DAF & Closing of C$4M Private Placement

National Post

16-07-2025

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it has entered into a binding agreement with Round13 Digital Asset Fund (' Round13 DAF ') for a secured convertible debenture for a one-time principal amount investment of USD$5,000,000 (the ' Debenture ') convertible into common shares at C$0.71, being a 40% premium to the volume-weighted average trading price (the ' VWAP ') for the seven consecutive days immediately preceding the date of this announcement; and
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as a result of this above-market Debenture, Belgravia has elected to voluntarily reduce its non-brokered private placement to close on 16,091,822 units (the ' Units ') at a price of C$0.25 per Unit for aggregate gross proceeds of C$4,022,955.55 (the ' Offering ') to the Company.
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New USD$5 Million Round13 DAF Debenture Convertible at C$0.71
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The principal amount and interest of the Debenture is convertible into common shares of Belgravia at a conversion price (the ' Conversion Price ') of C$0.71, being a 40% premium to the VWAP for the seven consecutive days immediately preceding the date of this announcement. In the case that, at any time prior to the maturity date of the Debenture, the VWAP of Belgravia common shares equals or exceeds C$1.42, being 200% of the Conversion Price for 20-consecutive trading days of the common shares on the Canadian Securities Exchange (the ' CSE '), then 20% of the then-outstanding principal amount (together with a proportionate amount of accrued and unpaid interest) shall automatically convert into common shares of Belgravia without any further action of Round13 DAF. The Debenture bears interest at a rate of 4% per annum, accrued monthly, and matures two years from the closing date thereof.
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Mehdi Azodi, CEO of Belgravia stated: 'This continued support from Round13 DAF, our lead strategic advisor and partner in all areas of Bitcoin-related finance, results in any new securities issued being set at a 40% premium to the price of Belgravia shares for the seven consecutive days immediately preceding the date of the announcement – a far less dilutive mechanism for Belgravia to achieve its stated goals. In addition, as a result of this Debenture, Belgravia has determined that it is in the best interests of our shareholders, to voluntarily cap the Offering at slightly more than 40% of its initial size'.
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Mehdi Azodi continued: 'This path enables Belgravia to achieve an excess amount of additional Bitcoin than originally expected to our treasury but, most importantly, with almost 60% less dilution.'
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Khaled Verjee, Managing Director of Round13 DAF added: 'We are extremely pleased to continue to support our partners and believe Belgravia is building an innovative business where Bitcoin treasury strategies play an integral role. From its innovative capital structures, protecting shareholder value, to its suite of, soon to be launched, Bitcoin focused technical tools designed to increase shareholder value and growth at a BTC level, Belgravia is well-positioned in this space. For a microcap to be thinking the way Belgravia is, and to have the technical team it does, it is in our opinion a recipe for long term success'.
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Closing of Offering
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As disclosed by press release on June 24, 2025, the Company announced a non-brokered private placement of Units. Under the Offering, each Unit consists of one common share of the Company (a ' Common Share ') and one-half of one Common Share purchase warrant (each whole warrant, a ' Warrant ') at a price of C$0.25 per Unit. Each Warrant entitles the holder to acquire one additional Common Share at an exercise price of C$0.50 per share for a period of 12-months from the date of issuance. The Warrants will be subject to an acceleration clause whereby, if the closing price of the Common Shares on the CSE is greater than C$0.75 for a period of ten consecutive trading days, the Company may accelerate the expiry date of the Warrants by giving notice to the holders thereof. In such case, the Warrants will expire 30-days after the date of such notice. Under the Offering, a total of 16,091,822Units were issued at a price of C$0.25 per Unit for aggregate gross proceeds of C$4,022,955.55.
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No finders fees or commissions were paid to any party in connection with either the Offering or the Debenture.
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In accordance with the policies of the CSE and applicable securities legislation, the Common Shares and Warrants comprising the Units will be subject to a hold period of four months and one day from the date of issuance. In addition, closing of the Debenture is subject to all rules, policies and procedures of the CSE.
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Belgravia intends to use the proceeds of the Debenture and the Offering to purchase Bitcoin, in line with the Company's strategic objective of building a 100% Bitcoin only Treasury.
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