Phoenix Digital Assets PLC, incorporated on 3 March 2020 and registered in England and Wales under the Companies Act 2006 with company number 12495805.

Registered Office: 9th Floor, 16 Great Queen St, London WC2B 5DG

The Company is subject to the UK Takeover Code

The Company’s shares are traded on the Access segment of Aquis Stock Exchange Growth Market (TIDM) under the symbol: PNIX

ISIN: GB00BMW34204; SEDOL: BMW3420; Legal Entity Identifier: 984500E15WF052FFEB19


AQSE Corporate Adviser to the Company: First Sentinel Corporate Finance Limited

Legal advisers to the Company: Fladgate LLP

Auditors to the Company and Reporting Accountants: Adler Shine LLP

Registrars: Computershare Investor Services PLC

Shares & Shareholders

Number of Ordinary Shares in issue: 460,875,000

Percent of securities in public hands: 29.76%

Outstanding Warrants: 34,990,000 or 7.59% of fully diluted share capital

Outstanding Options: 42,125,000 or 9.14% of fully diluted share capital

Toro Consulting Ltd* – 96,166,667 – 20.87%

Supernova Digital - 30,000,000 - 6.51%

Saral Global - 31,450,000 - 6.82%

Andrew Offit - 48,538,359 - 10.53%

Jupiter Fund Management - 40,000,000 - 8.67%

Nigel Pope - 26,470,000 - 5.74%

*Toro Consulting Ltd is controlled by Jonathan Bixby, a director

The Ordinary Shares are freely transferable and there are no restrictions on transfer

Corporate Governance

Current Directors:

Jonathan Bixby

Jonathan Bixby has significant experience in quoted companies, and in the technology sector, and in particular was a founder and major investor in Argo Blockchain (ARB), Guild Esports (GILD) and Cellular Goods (CBX) – all listed on the London Stock Exchange. Jonathan is also the Chairman of Clarify Pharma, Kondor AI PLC and Cykel AI PLC listed on the AQUIS market. Prior to this, Jonathan was a founder, board member and investor in East Side Games (EAGR.TO), Koho Financial and BlueMesa Health (sold to Virgin Pulse). Previous to this, Jonathan was the CEO of Strangeloop Networks, a networking company which focused on providing hardware appliances in data centres to speed up web-based properties. Strangeloop was sold to Radware (RDWR) in 2013. Jonathan was a founder and Chair of the Board of Ironpoint Technology which provided technology-based content management services. Ironpoint was sold to Active Network (ACTV) in 2006. Jonathan is a well-known investor and advisor to numerous healthcare, networking and software companies including Alavida, TSO Logic, Rubikloud, Neurio and Layerboom.

Nick Lyth

Nick Lyth is a UK based, experienced finance director and qualified accountant with extensive experience advising quoted companies including AIM listed companies Univision Engineering Ltd, Altona Energy PLC and Taihua PLC. For two years, Mr. Lyth was Group Finance and Purchasing Director of Belle Group, a manufacturer of engineering equipment operating across Europe, the US and Asia. He was also Head of Finance at Fothergill Group, a UK manufacturer of technical industrial fabrics, between 1996 and 2003. In his
early career, Nick was a management accountant at Courtaulds plc and Rotunda plc.

Mike Edwards

Mike Edwards has started and invested in technology companies for over 20 years. Mike invests in smart people with big ideas, and thrives on helping other entrepreneurs turn a napkin sketch into a prosperous business. He has invested in more than 40 technology startups including Punch’d, which was sold to Google, Summify, which was acquired by Twitter, Wander, which was acquired by Yahoo, Area Connect,which was sold to Marchex, Wylie Interactive, which was acquired by Zynga, and Password Box, which was acquired by Intel. Mike is actively involved in growing and supporting the start up community and connecting local entrepreneurs with the right investors, mentors and influencers in Silicon Valley, New York, Europe and Asia. Mike co- founded Growlab, a seed stage accelerator focussing on consumer facing
digital product, which later merged with Extreme Start ups to create Canada’s Highline accelerator, and co-founded and is a board member of Creative Labs, a venture capital backed start up foundry that builds consumer technology companies by leveraging the Creative Artist Agency’s access to talent and audience. Mike was the co-founder and president of Argo Blockchain plc, a company established to provide cryptocurrency mining services and which was admitted to the Official List (by way of a Standard Listing) and to trading on the London Stock Exchange’s Main Market for listed securities in August 2018. Mike was also the co-founder of Guild Esports plc, the first esports business to be admitted to trading on the Main Market; Cellular Goods plc, the first producer of biosynthetic cannabinoids to join the London Stock Exchange.

Jonathan Hives

Jonathan has worked in UK and international financial planning for over 16 years. He has advised high-net-worth individuals, corporate pension schemes and family estates in London, New York, Barcelona, Dubai, Malta and Frankfurt, practising in all areas of wealth and succession planning. He has invaluable first-hand experience when it comes to cross-border financial planning. Jonathan prides himself on the service he provides, which is highly personalised, proactive and bespoke to his clients’ objectives.He is an active member of the Chartered Insurance Institute, where he holds the Diploma in Financial Planning. In addition, he holds Certificates in i) Discretionary Investment Management, ii) Financial Services and iii) Life and Pensions. He is qualified as an Investment Adviser in the United States (Series 65) and as a European Financial Advisor by the European Financial Planning Association. Jonathan also holds a BA (Hons) degree in Finance & Investment Management.

Timothy Le Druillenec

Timothy Le Druillenec has acted as a Director and Company Secretary to a number of public and private companies over many years and held main board positions on several Main Market, AIM, PLUS and Aquis companies. He has been involved in recent years with launching several companies on the Main Market of the London Stock Exchange in the property, esports and crypto sectors. He is currently a Director of NFT Investments Plc as well as some private companies. Timothy is a Fellow of the Chartered Institute of
Management Accountants

The Directors recognise the importance of sound corporate governance and, following Admission, have undertaken to take account of the requirements of the QCA Code to the extent that they consider it appropriate having regard to the Company’s size, board structure, stage of development and resources.

The Board, which will meet not less than once per month, will ensure that procedures, resources and controls are in place to ensure that AQSE Growth Market Access Rulebook compliance by the Company is operating effectively at all times and that the directors are communicating effectively with the Company’s AQSE Corporate Adviser regarding the Company’s ongoing compliance with the AQSE Growth Market Access Rulebook and in relation to all announcements and notifications and potential transactions.

In order to implement its business strategy, as at the date of this Document, the Company has adopted the corporate governance structure set out below:

Audit Committee

The Board has established an Audit Committee with formally delegated duties and responsibilities. The Audit Committee is chaired by Jonathan Hives and its other members are Michael Edwards and Timothy Le Druillenec.

The Audit Committee will meet at least two times a year and will be responsible for ensuring the financial performance of the Company is properly reported on and monitored, including reviews of the annual and interim accounts, results announcements, internal control systems and procedures and accounting policies, as well as keeping under review the categorisation, monitoring and overall effectiveness of the Company’s risk assessment and internal control processes.

Remuneration Committee

The remuneration committee, which comprises Jonathan Hives and Timothy Le Druillenec, is responsible for the review and recommendation of the scale and structure of remuneration for senior management, including any bonus arrangements or the award of share options with due regard to the interests of the Shareholders and the performance of the Company. The Remuneration Committee is chaired by Jonathan Hives.

Aquis Rule Compliance Committee

The Aquis Rule Compliance Committee, which will comprise Jonathan Hives, Jonathan Bixby and Nicholas Lyth, will meet not less than four times a year. The Aquis Rule Compliance Committee is chaired by Nicholas Lyth.

The Company does not have a nomination committee as the Board does not consider it appropriate to establish such a committee at this stage of the Company’s development. Decisions which would usually be taken by the nomination committee will be taken by the Board as a whole.