Key Takeaways
- • Stack BTC, a UK-listed Bitcoin treasury company, proposed acquiring precious metals dealer Direct Bullion for up to £12 million (approximately $16 million), structured as £3 million cash, £4 million in shares, and up to £5 million in performance-linked payments.
- • The acquisition represents Stack BTC's first step in a stated strategy to acquire profitable cash-generating businesses and channel operational cash flow into Bitcoin accumulation, positioning precious metals as a complementary "real asset" strategy.
- • Direct Bullion generated £52.1 million in revenue and £2.15 million in after-tax profit for the fiscal year ended January 2026, providing a foundation for generating capital to fund Bitcoin purchases.
- • The transaction qualifies as a related-party deal and reverse takeover, as Stack BTC director Paul Withers controls the selling entity; closure is contingent on due diligence and execution of a definitive agreement.
- • Stack BTC currently holds approximately 68 BTC (valued around $5.2 million), with Reform UK leader Nigel Farage maintaining a roughly 6.3% stake in the company.
Summary
Stack BTC, a UK-listed Bitcoin treasury company listed on the Aquis Stock Exchange, announced on September 15, 2026, a non-binding proposal to acquire Direct Bullion, a precious metals dealer, for up to £12 million. The deal structure comprises three components: £3 million in cash at completion, approximately £4 million in newly issued shares (priced at no less than 6 pence per share with a four-year lock-up period), and up to £5 million in performance-linked cash payments contingent on meeting undisclosed targets.
The acquisition reflects Stack BTC's strategic pivot toward acquiring profitable businesses to generate operational cash flow that can be reinvested into Bitcoin accumulation. Management positions precious metals as a complementary "real asset" to Bitcoin, aligning with the company's stated long-term treasury strategy. Direct Bullion's financial performance supports this thesis: the company posted £52.1 million in revenue and £2.15 million in after-tax profit for the fiscal year ended January 2026, indicating a stable cash-generating operation.
The transaction carries important governance implications. Since Stack BTC director Paul Withers controls Direct Bullion's selling entity, the deal qualifies as both a related-party transaction and a reverse takeover under applicable listing rules. Completion is subject to satisfactory due diligence and execution of a definitive agreement, with no specified timeline disclosed. Shares issued to the seller will be subject to the four-year lock-up, limiting immediate dilution exposure from the selling parties.
At present, Stack BTC holds approximately 68 BTC, valued around $5.2 million at current prices. The company is controlled by investors including Reform UK leader Nigel Farage, who holds approximately 6.3% of the company. The Direct Bullion acquisition would materially expand Stack BTC's asset base and cash-generation capacity, supporting the company's accumulation strategy across multiple future Bitcoin purchases.
The acquisition reflects Stack BTC's strategic pivot toward acquiring profitable businesses to generate operational cash flow that can be reinvested into Bitcoin accumulation. Management positions precious metals as a complementary "real asset" to Bitcoin, aligning with the company's stated long-term treasury strategy. Direct Bullion's financial performance supports this thesis: the company posted £52.1 million in revenue and £2.15 million in after-tax profit for the fiscal year ended January 2026, indicating a stable cash-generating operation.
The transaction carries important governance implications. Since Stack BTC director Paul Withers controls Direct Bullion's selling entity, the deal qualifies as both a related-party transaction and a reverse takeover under applicable listing rules. Completion is subject to satisfactory due diligence and execution of a definitive agreement, with no specified timeline disclosed. Shares issued to the seller will be subject to the four-year lock-up, limiting immediate dilution exposure from the selling parties.
At present, Stack BTC holds approximately 68 BTC, valued around $5.2 million at current prices. The company is controlled by investors including Reform UK leader Nigel Farage, who holds approximately 6.3% of the company. The Direct Bullion acquisition would materially expand Stack BTC's asset base and cash-generation capacity, supporting the company's accumulation strategy across multiple future Bitcoin purchases.
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