Phoenix Digital - Proposed Re-domiciliation

This announcement contains information which, prior to its disclosure, was inside information as stipulated under Regulation 11 of the Market Abuse (Amendment) (EU Exit) Regulations 2019/310 (as amended). Upon the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.

04 December 2025

Phoenix Digital Assets PLC

("Phoenix" or "the Company")

Proposed Re-domiciliation

Phoenix Digital Assets PLC (AQSE: PNIX) is pleased to announce its intention to re-domicile the Company from the United Kingdom to Gibraltar ("Proposed Re-domiciliation").

As the United Kingdom does not have a process for re-domiciling a Company, a new, Gibraltar registered public limited company will be inserted as a new holding company of the Company by way of a scheme of arrangement ("Scheme"), such that the Company becomes a wholly owned subsidiary of the new Gibraltar registered company.

The Company intends to mirror, as far as possible, the existing structure of the Company in Gibraltar and anticipates no material changes to its strategy as a result of the Proposed Re-domiciliation. This includes renewing the Company's authority to purchase its own shares on-market in the future. Upon completion of the Proposed Re-domiciliation the new Gibraltar holding company will be admitted to the Aquis Stock Exchange.

The Proposed Re-domiciliation requires the Scheme to be approved by the Company's shareholders and the sanction of the Court to become effective.  If approved, it is anticipated that the Scheme and therefore the Proposed Re-domiciliation will become effective in early 2026.

The Company will make further announcements in due course.

Rationale for the Proposed Re-domiciliation

The Company is primarily focused on the management of a crypto token portfolio. Since incorporation, the Company has faced an uncertain regulatory environment in the United Kingdom and has faced significant operational challenges, including but not limited to access to banking facilities, the experience and expertise of auditors in the digital asset sector and general regulatory oversight.

In the opinion of the Directors the key reasons for redomiciling to Gibraltar are as follows:

• Regulatory Environment: Gibraltar has adopted bespoke regulations governing distributed ledger technologies (DLT) which has, together with a supportive regulatory environment, attracted businesses in the Web 3 and digital assets sector in Gibraltar. Together with an established funds regime, the Directors consider that Gibraltar provides an attractive regulatory environment for the future development of the Company's business.

• Experienced Professional Advisers: As a result of the regulatory environment noted above, Gibraltar has experienced professionals who are familiar with digital assets and Web 3. This enables access to high quality service providers and, when combined with the regulatory environment, reduced friction in carrying on the business of the Company. 

As a result, the Directors consider that there are significant benefits associated with being a Gibraltar company.

The Directors of Phoenix accept responsibility for this announcement.

For further information please contact:

About Phoenix:  

Phoenix Digital Assets PLC invests in a diversified portfolio of cryptocurrency, and/or in companies or funds which have exposure to NFT or blockchain technology. The Company's leadership team have an extensive track record in the cryptocurrency sector and previously founded Argo Blockchain PLC, a global crypto miner. Phoenix is headquartered in London, UK and its shares are listed on the Aquis Stock Exchange Growth Market under the ticker symbol PNIX.  https://www.getphoenix.co.uk 

Important Notice 

The Company holds cryptocurrencies or cryptoassets. Whilst the Board of Directors of the Company considers holding cryptocurrencies 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 cryptocurrencies to be high risk. At the outset, it is important to note that an investment in the Company is not an investment in cryptocurrencies, either directly or by proxy and shareholders will have no direct access to the Company's holdings. However, the Board of Directors consider cryptocurrencies to be an appropriate store of value and potential growth and therefore appropriate for the Company. Accordingly, the Company is and intends to continue to be materially exposed to cryptocurrencies.  

The Company is neither authorised nor regulated by the FCA, and the purchase of certain cryptocurrencies are generally unregulated in the UK. As with most other investments, the value of cryptocurrencies can go down as well as up, and therefore the value of the Company's cryptocurrencies holdings can fluctuate. The Company may not be able to realise its cryptocurrencies holdings for the same as it paid to acquire them or even for the value the Company currently ascribes to its cryptocurrencies positions due to market movements. Neither the Company nor investors in the Company's shares are protected by the UK's Financial Ombudsman Service or the Financial Services Compensation Scheme. 

Cryptocurrencies may present special risks to the Company's financial position. These risks include (but are not limited to): (i) the value of cryptocurrencies can be highly volatile, with value dropping as quickly as it can rise. Investors in cryptocurrencies must be prepared to lose all money invested in cryptocurrencies; (ii) the cryptocurrencies 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 sell its cryptocurrencies at will. The ability to sell cryptocurrencies 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. Prospective investors in the Company are encouraged to do their own research before investing.