Belgravia reprices debt, talks bitcoin treasury

Executive Summary

• Belgravia Hartford Capital Inc. announced a repricing of its $5 million (U.S.) convertible debenture held by Round13 Digital Asset Fund, lowering the conversion price from 71 cents to 12.5 cents per share to encourage equity conversion.
• The company provided an update on its Bitcoin treasury as of October 31, 2025, holding a total of 83.14 BTC acquired through various funding sources, including the debenture and corporate credit facilities.
• The company clarified final figures for a recent equity financing completed in July 2025, adjusting the total units issued and gross proceeds slightly downward from previous announcements.

Key Details

• Convertible Debenture Repricing:
  • Counterparty: Round13 Digital Asset Fund.
  • Original Conversion Price: 71 cents per share.
  • New Conversion Price: 12.5 cents per share (subject to CSE approval).
  • Acceleration Provision: If common shares trade at or above 17 cents for 10 consecutive trading days, Belgravia may trigger acceleration within 7 days.
  • Conversion Window: Upon trigger, Round13 has 30 days to convert at 12.5 cents. Unconverted portions revert to the original 71 cents price.
  • Strategic Goal: Reduce outstanding debt, clear balance-sheet overhang, and align investor interests.
  • Collateral: The debenture is backed by 42.37753 BTC; if not converted by maturity, these BTC are returned to Round13.
• Bitcoin Treasury Holdings (as of Oct. 31, 2025):
  • Total Holdings: 83.14 BTC.
  • Unencumbered Holdings: 26.55742 BTC (100% owned by Belgravia, avg cost $117,355.93 USD/BTC).
  • Debenture-Funded Holdings: 42.37753 BTC (avg cost $117,986.77 USD/BTC).
  • Credit Facility-Funded Holdings: 14.21448 BTC (avg cost $105,517.72 USD/BTC).
• Equity Financing Clarification:
  • Completion Date: July 16, 2025.
  • Final Units Issued: 15,543,822 units.
  • Price Per Unit: 25 cents.
  • Final Gross Proceeds: $3,885,955.50.
  • Previous Announcement: 16,091,822 units for $4,022,955.50 (adjusted upon closing).

Notable Quotes

• "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." — Mehdi Azodi, President and CEO