Belgravia Hartford Provides Corporate Update on Bitcoin Treasury and Convertible Debenture Repricing

Rhea-AI Summary

Belgravia Hartford Capital (OTC: BLGVF) announced a repricing of a US$5.0M convertible debenture with Round13 and provided a Bitcoin treasury update dated Oct 31, 2025. The conversion price is proposed to change from C$0.71 to C$0.125 subject to CSE approval, with an acceleration trigger at C$0.17 for 10 consecutive trading days. Belgravia reports a treasury of 83.14 BTC held in three tranches with stated average acquisition prices, and confirms final equity financing of 15,543,822 units for gross proceeds of C$3,885,955.50.

Positive

• Convertible conversion price reduced from C$0.71 to C$0.125
• Total treasury of 83.14 BTC as of Oct 31, 2025
• Equity financing closed for gross proceeds of C$3,885,955.50

Negative

• Repriced conversion creates material dilution risk if converted
• 42.37753 BTC tied to debenture may be returned to Round13 if not converted

TORONTO, Oct. 31, 2025 /PRNewswire/ - Belgravia Hartford Capital Inc. (CSE: BLGV) (OTC: BLGVF) (FRA: ECA) ("Belgravia" or the "Company") is pleased to announce a strategic update regarding its Bitcoin treasury holdings and financing structure. This update includes a repricing of the Company's US$5 million convertible debenture and an overview of its current Bitcoin treasury status, reflecting Belgravia's innovative approach to integrating the Bitcoin standard into its financial modeling.

Convertible Debenture Repricing

Belgravia has reached an agreement with Round13 Digital Asset Fund ("Round13") to reprice its previously announced US$5 million convertible debenture. The conversion price will be adjusted from C$0.71 per share to C$0.125 per share, subject to final approval by the Canadian Securities Exchange (CSE). This repricing aligns the conversion rate with current market conditions and is designed to encourage the debenture's conversion into equity.

Under the amended terms, if the Belgravia's common shares trade at or above C$0.17 for 10 consecutive trading days (the "Trigger Price"), Belgravia may, within seven days of reaching the Trigger Price, announce that the acceleration provision has been triggered. Upon such an announcement, Round13 will have 30 days to convert its debenture into common shares at C$0.125 per share. Any portion not converted within that 30‑day window will revert to the original C$0.71 conversion price for the remainder of the term.

The revised terms are designed to facilitate full or substantial conversion of the debenture into equity, significantly reducing outstanding debt, clearing balance‑sheet overhang, and better aligning long‑term investor interests with Belgravia's growth strategy.

Bitcoin Treasury Overview

As of October 31, 2025, Belgravia holds a total of 83.14 Bitcoin (BTC) in its treasury, allocated as follows:

• 26.55742 BTC – 100% owned by Belgravia and unencumbered, acquired at an average price of US$117,355.93 per BTC.
• 42.37753 BTC – Acquired using funds from the Round13 convertible debenture, at an average price of US$117,986.77 per BTC.
• 14.21448 BTC – Acquired using Belgravia's corporate credit facilities, at an average price of US$105,517.72 per BTC.

This diversified acquisition structure demonstrates Belgravia's disciplined approach to capital deployment and its commitment to establishing Bitcoin as a core treasury reserve asset.

Bitcoin Standard Conversion Framework

Under the Company's "Bitcoin Standard Conversion" framework, the amended debenture remains fully backed by Bitcoin. In the event Round13 chooses not to convert the debenture into equity by maturity, the underlying 42.37753 BTC associated with the debenture will be returned to Round13. This structure mitigates downside Bitcoin price risk for Belgravia while preserving balance‑sheet integrity and treasury stability.

Mehdi Azodi, President & CEO of Belgravia Hartford, commented:

"This repricing marks a prudent and shareholder‑friendly step forward. It provides flexibility for conversion at a fair market level, removes balance‑sheet overhang, and reinforces our alignment with long‑term shareholders and Bitcoin‑based financing principles. We believe this restructuring solidifies our position as one of the first Canadian public issuers to integrate Bitcoin directly into its capital structure. It aligns our financing strategy with the Bitcoin Standard and reinforces Belgravia's vision of innovation, transparency, and balance‑sheet strength."

Financing Adjustment

The Company also wishes to clarify the final figures of its recent equity financing. On July 16, 2025, Belgravia announced the completion of an equity financing that issued a total of 15,543,822 units at a price of C$0.25 per unit, for gross proceeds of C$3,885,955.50. These final numbers reflect a modest adjustment from the previously announced 16,091,822 units for C$4,022,955.50, as confirmed upon closing.

The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "1933 Act"), or any state securities laws and may not be offered or sold in the "United States" or to "U.S. persons" (as such terms are defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available.

Neither CSE nor its Regulation Services accepts responsibility for the adequacy or accuracy of this release.

About Belgravia Hartford

Belgravia Hartford Capital Inc. is an investment issuer, listed for trading on the Canadian Securities Exchange and OTCQB, focused on the tech and finance sectors of the Bitcoin ecosystem. The Company's focus, as set out in its 2018 Investment Policy, specifies cryptocurrencies, artificial intelligence, media and digital streaming opportunities. Belgravia invests in a portfolio of private and public companies located in jurisdictions governed by the rule of law. Belgravia and its investments are considered high risk holdings, and it may expose shareholders to significant volatility and losses.

For more legal disclaimer and information, please visit www.blgvbtc.com

Neither CSE nor its Regulation Services accepts responsibility for the adequacy or accuracy of this release.

Forward-Looking Statements

Certain information set forth in this news release may contain forward-looking statements that involve substantial known and unknown risks and uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements include statements that use forward-looking terminology such as "may", "will", "expect", "anticipate", "believe", "continue", "potential" or the negative thereof or other variations thereof or comparable terminology. Such forward-looking statements include, without limitation, the inability of the Company to utilize the anticipated proceeds of the Offering, the Company's ability to protect and enhance shareholder value and growth, the Company's ability to launch its Bitcoin focused technical tools, the dilution effects of the Offering and the Debenture, the long term success of the Company, Company meeting all conditions for a timely closing of the Debenture, including obtaining all required approvals, and other statements that are not historical facts. These forward-looking statements are subject to numerous risks and uncertainties, certain of which are beyond the control of the Company, including, but not limited to, changes in market trends, the completion, results and timing of research undertaken by the Company, risks associated with resource assets, the impact of general economic conditions, commodity prices, industry conditions, dependence upon regulatory, environmental, and governmental approvals, and the uncertainty of obtaining additional financing. Readers are cautioned that the assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward-looking statements.

View original content to download multimedia:https://www.prnewswire.com/news-releases/belgravia-hartford-provides-corporate-update-on-bitcoin-treasury-and-convertible-debenture-repricing-302601119.html

SOURCE Belgravia Hartford Capital Inc.

FAQ

What conversion price did Belgravia (BLGVF) agree with Round13 on Oct 31, 2025?

The conversion price was amended from C$0.71 to C$0.125, subject to CSE approval.

How many bitcoins does Belgravia (BLGVF) hold in its treasury as of Oct 31, 2025?

Belgravia holds a total of 83.14 BTC, allocated across three acquisition tranches.

What triggers accelerated conversion of the Round13 debenture for BLGVF?

If common shares trade at or above C$0.17 for 10 consecutive trading days, acceleration may be announced.

What happens if Round13 does not convert the BLGVF debenture by maturity?

The 42.37753 BTC linked to the debenture will be returned to Round13 per the Bitcoin Standard framework.

How much did Belgravia raise in the July 16, 2025 equity financing (BLGVF)?

Final closing issued 15,543,822 units at C$0.25 per unit for gross proceeds of C$3,885,955.50.

Is the debenture repricing final and effective immediately for BLGVF shareholders?

No; the repricing is subject to final approval by the Canadian Securities Exchange and conversion conditions described.