ConnectingExcellence - Bitcoin Acquisition

12 December 2025

Connecting Excellence Group Plc

("Connecting Excellence Group", "XCE", the "Group" or the "Company")

Bitcoin Acquisition

Connecting Excellence Group Plc (AQSE: XCE), the international executive recruitment group with a long term, ambitious and disciplined Bitcoin treasury strategy, announces that it has purchased 7.37325341 Bitcoin at a total value of £500,000.00.

Details of Purchase:

§ Number of BTC Purchased: 7.37325341

§ Average BTC Purchase Price: £67,812.67                 ($90,699.45)

§ Amount Purchased: £500,000.00                               ($668,750.02)

Treasury Summary:

§ Total BTC Holdings: 16.64985769

§ Average BTC Purchase Price: £50,923.72                 ($68,110.47)

§ Value of BTC Purchased to date: £1,129,071*          ($1,510,132.46)

§ BTC Yield** from IPO: 79.5%

*using a btcgbp price of £67,812.67

**as defined below

About Connecting Excellence Group Plc ("XCE"):

XCE is an international executive recruitment group with a long term, ambitious and disciplined Bitcoin treasury strategy. The flagship recruitment company, Spencer Riley, places senior executives with clients globally across a number of high growth markets including engineering, logistics, life sciences, automation, tech, professional services and B2B services.

The Bitcoin treasury strategy sets the foundation for the Company's scalable recruitment business to attract and retain high performing talent with individual performance linked share option incentives to increase revenue, profit and cashflows. In the future, XCE can also expand market share through strategic acquisitions, at very little cash cost, using performance-based equity incentives to provide immediate and ongoing shareholder value. XCE is also building a dedicated Bitcoin executive recruitment division, enabling executives to find their role within either Bitcoin businesses or traditional businesses looking for Bitcoin talent worldwide and accelerating corporate education, integration and adoption of Bitcoin.

Website: xce.io

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The Directors of the Company accept responsibility for the contents of this announcement.

**BTC Yield is a key performance indicator (KPI) that reflects the percentage change in the ratio of Total Bitcoin Holdings to Shares in Issue (Fully Diluted) over a given period. The Company uses BTC Yield to assess the performance of its Bitcoin acquisition strategy, which is intended to be accretive to shareholders.

RISKS ASSOCIATED WITH BITCOIN TREASURY MANAGEMENT

Bitcoin Treasury Management model

The Company has implemented a Bitcoin treasury strategy, allowing it to invest in Bitcoin using excess cash or other capital sources, in line with its treasury policy. The rate and timing of future Bitcoin purchases will primarily depend on market conditions and strategic priorities. The Company's Bitcoin treasury strategy involves inherent risks which may result in the loss of some or all of your investment in the Company's shares. These risks, not limited to those outlined below, may impact the Company's Bitcoin holdings and broader business operations as well as introduce very significant volatility to its share price.

Although the Group operates as a recruitment business, its Bitcoin treasury strategy may lead some investors to mistakenly view the Company as a Bitcoin investment vehicle. Such investors might prefer direct Bitcoin products for direct Bitcoin price exposure, potentially lower fees, better liquidity, or regulatory and tax advantages. Unlike Bitcoin-specific investment products, the Company does not track Bitcoin's price, and it may be influenced by capital allocation decisions, operational risks, and strategic use of Bitcoin. Critically, market sentiment relating to the Company's Bitcoin treasury strategy is likely to make its share price highly volatile. The Company also faces different regulations and potential conflicts between business goals and Bitcoin returns. The Company's shares may trade at a premium or a discount to the market value of the Company's Bitcoin treasury. The Company's share price could be significantly more volatile than the price of Bitcoin and it may underperform, or out-perform, Bitcoin price over certain periods.

If Bitcoin's price declines or the Bitcoin treasury strategy fails, it could significantly harm the Company's financial condition and share price.

The Company's ability to expand its Bitcoin holdings relies heavily on raising equity and/or debt financing. If funds are unavailable or needed for interest or operating costs instead, the Company may be unable to effectively grow its Bitcoin treasury. If the Company's cash flow were to become insufficient to pay any debt obligations, then this could lead to default and forced sale of the Company's assets, including the Company's Bitcoin.

A Bitcoin treasury strategy is a novel and innovative approach which remains untested over the long term for any operating business. As a result, market sentiment and other factors could negatively affect financial outcomes and the market price of the Company's securities.

Security of Assets

The Company's Bitcoin treasury is secured using public-key cryptography requiring the use of private keys, which can be vulnerable to phishing and cyberattacks; loss of these keys means losing access to Bitcoin permanently. Bitcoin holdings face risks typical of electronic data, including power failures, security breaches, and user errors, making them susceptible to theft or loss. Additionally, Bitcoin relies on open-source developers, exposing it to protocol changes, governance disputes, and "hard forks", any of which could undermine the Bitcoin price and the value of the Bitcoin network. The Company's custodians may not recognise forked assets as valid, limiting the Company's ability to access or withdraw them, introducing further risks that are not present in conventional financial assets. Whilst the Directors will consider a wide range of factors in any future situation to act in the best interests of shareholders, given inherent uncertainty and complexities, there is no guarantee that the Directors will be able to predict the course of action that will ultimately prove to be the best one.

Cyber-attacks on systems across industries, including Bitcoin-related ones, are increasing in frequency, sophistication, and persistence, often orchestrated by well-funded groups and state actors. These attacks use evolving techniques to gain unauthorised access, disable services, or sabotage systems, often going undetected initially. The Company and its partners face risks from breaches caused by human error, insider threats, or vulnerabilities. Unauthorised attempts may include hacking, phishing, and social engineering. Threats come from criminal hackers, hacktivists, state-sponsored intrusions, and insiders. Such breaches, even without system disruption, could materially and adversely impact the Company's business and operations.

The Company and its third-party providers face risks of security breaches or cyberattacks that could lead to unauthorised access or loss of Bitcoin, potentially harming the Company's financial condition. Such attacks could cause partial or total Bitcoin loss, possibly beyond insurance coverage, damage the Company's reputation, lead to data privacy violations, and trigger regulatory scrutiny, fines, or legal actions. Additionally, cybersecurity incidents affecting other digital asset companies, even if unrelated to the Company, could reduce confidence in the Bitcoin ecosystem and financial transactions, indirectly harming the Company. These risks highlight vulnerabilities inherent in digital asset management and the evolving threat landscape surrounding asset security.

The Company's Bitcoin is held within segregated non-rehypothecated custody accounts with regulated custodians which expose the Company to some counterparty risk. Despite measures to mitigate these risks, such as contractual protections asserting the Company's ownership of custodian-held Bitcoin, insolvency laws around digital assets remain underdeveloped. This may delay or hinder access to Bitcoin or result in partial or total loss, adversely affecting the Company's financial condition. Separately, for the short period during which Bitcoin is transacted prior to resting with a custodian, the Company is exposed to counterparty risk in relation to the liquidity provider(s).

The broader digital asset industry faces counterparty risks, highlighted by recent bankruptcies, liquidations, and regulatory actions against industry participants. Although the Company has not suffered Bitcoin loss or restricted access from these events, they have negatively influenced public perception, regulatory scrutiny, and Bitcoin adoption rates. Future industry disruptions could further reduce the number of reliable custodians, limiting their financial stability and increasing counterparty risks for the Company. This evolving landscape underscores the challenges and uncertainties associated with holding and transacting digital assets.

To mitigate custody risk, the Company aims to always use multiple independent custodians. However, regulatory changes or enforcement actions could reduce the availability of custodians of sufficient quality, forcing the Company to accept less favourable terms or take alternative measures. Such limitations would adversely impact the Company's ability to diversify custody services, potentially increasing the risk of loss related to its Bitcoin holdings.

Any insurance that may cover losses of the Company's Bitcoin holdings will likely cover only a small fraction of the value of such holdings, and there can be no guarantee that such insurance will be maintained as part of the custodial services the Company has, or that any associated compensation will cover all or any losses with respect to its Bitcoin.

External Factors

The Company has obtained legal advice from a specialist English law firm to confirm that its Bitcoin activities should not require authorisation/registration/regulation by the UK's Financial Conduct Authority, nor classify the Company as an "alternative investment fund." However, this is an untested, complex, and politically sensitive regulatory area in the UK. There is no guarantee regulators will agree with this interpretation, or that such interpretation will continue to apply. Any regulatory reclassification or alteration, or confirmation against our understanding of the current position, could negatively affect the Company, potentially leading to increased compliance requirements and operational impacts, or even the forced selling of Bitcoin. Such a scenario is highly likely to result in a very steep decline in the Company's share price.

Bitcoin and other digital assets face significant legal, regulatory and tax uncertainty, which could negatively impact their price. The application of laws and regulations varies across jurisdictions, and regulators in the UK or abroad may interpret existing rules in ways that restrict Bitcoin ownership or transfer by individuals or institutions like the Company. The timing and nature of new laws or regulatory changes are unpredictable, and such changes could affect market functioning, institutional service provision, and asset prices. Increased regulatory oversight might also reduce market liquidity and adoption, impacting Bitcoin's price. Any new or amended laws could also limit the Company's ability to hold or transact in Bitcoin, potentially decreasing the market price of the Company's listed securities and hindering its operations.

The Company must account for Bitcoin holdings as intangible assets under IFRS, using the revaluation model. This model recognises increases in fair value in other comprehensive income and decreases in profit or loss, causing potential volatility in financial results. Annual disclosures about Bitcoin holdings are required. Due to Bitcoin's price fluctuations, this accounting treatment may significantly impact the Company's income, profit, and balance sheet position. Such volatility could adversely affect the Company's financial results and influence the market price of its securities, potentially leading to material negative consequences for the Company's financial stability and investor confidence.

Digital assets, including Bitcoin, face risks of being used for money laundering, terrorism financing, or sanctions evasion. The Company has policies to comply with anti-money laundering and sanctions laws, ensuring Bitcoin acquisitions follow UK regulations. However, if the Company inadvertently buys Bitcoin from illicit sources or sanctioned individuals, it may face regulatory actions, and its future Bitcoin transactions could be restricted or prohibited, posing significant compliance risks.

Volatility and Liquidity

 Bitcoin has a volatile exchange rate relative to GBP and other currencies. The Bitcoin price has also historically been significantly more volatile than the gold price and the broad equity market with several drawdowns of over 70%. There is no guarantee that such price volatility and declines will not occur again in the future.

The Company's Bitcoin holdings may be less liquid than GBP cash, and existing cryptocurrency markets may not serve as reliable liquidity sources. Bitcoin's market may face high price volatility, limited liquidity, regulatory uncertainties, and risks like market manipulation and exchange failures. Public perception damage or restricted banking services to Bitcoin-related businesses could further reduce liquidity. Additionally, changes in laws or regulations may limit exchange operations, impacting Bitcoin trading. These factors collectively threaten the ease and cost of buying, selling, and using Bitcoin, affecting its price and availability as an asset, and therefore may hinder the Company's ability to transact.

Digital asset markets currently face limited regulatory oversight compared to traditional financial markets, though regulation is evolving. Many jurisdictions are developing new rules, with the UK's Financial Conduct Authority focusing on promoting market integrity and consumer protections, including the importance of secure custody of assets.

Since Bitcoin's creation in 2008, UK investors have had limited direct exposure through traditional channels, often relying on custodial or self-custody wallets, which carry certain security and loss risks. Given the relative novelty of digital assets and general lack of familiarity with the processes needed to hold Bitcoin directly, some investors have sought exposure to Bitcoin through investment vehicles/companies which can be held in tax-efficient accounts and that hold or purport to hold Bitcoin. These types of investment have sometimes traded at significant premiums to net asset value and sometimes at significant discounts. These investment vehicles/companies have also sometimes had very low trading volumes and therefore low liquidity (if any) and high transaction costs.

With effect from 8 October 2025, the FCA allowed retail investors to buy "cryptoasset" exchange traded notes. The listing and availability of such products could result in a decline in investor appetite for, and therefore a decline in the price of, the Company's shares relative to the market value of Bitcoin held by the Company.