Stack BTC (AQSE:STAK) has entered non-binding heads of terms to acquire DB London, trading as Direct Bullion, in a deal worth up to £12 million that constitutes a reverse takeover under Aquis Growth Market rules.
The UK company builds a portfolio of cash-generative businesses alongside a Bitcoin treasury, and this marks the first execution of that acquisition strategy.
The deal is a related party transaction: Paul Withers, a Stack BTC director and substantial shareholder, is also sole director of Direct Bullion and sole director and shareholder of the vendor, Eleven Intl Limited.
Consideration comprises £3 million cash on completion, roughly £4 million in new shares issued at a minimum of 6p and subject to a four-year lock-in, plus earn-outs of about £1 million and £4 million tied to Direct Bullion hitting EBITDA of at least £2.5 million in specified years.
Direct Bullion, founded in 2015, sells gold coins and bars to the public and pension funds, and reported audited revenue of £52.1 million and profit after tax of £2.15 million for the year to 31 January, up from £29.1 million revenue the prior year.
Independent directors David Galan, Brendan Kearns and Melisa Lawton must assess whether the terms are fair to shareholders, with their opinion set out in a forthcoming circular.
The company said gold and Bitcoin share appeal as "hard monetary assets", framing the deal as thematically aligned with its treasury strategy.
