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

Executive Summary
- Belgravia Hartford announced a repricing of its US$5 million convertible debenture, lowering the conversion price from C$0.71 to C$0.125 per share.
- The company disclosed its Bitcoin treasury holdings (83.14 BTC) and detailed how each tranche was acquired.
- Finalized equity financing numbers were clarified: 15,543,822 units at C$0.25 per unit for gross proceeds of C$3,885,955.50.
Key Details
- Convertible Debenture Repricing
- New conversion price: C$0.125 per share (down from C$0.71).
- Trigger mechanism: If common shares trade ≥ C$0.17 for 10 consecutive days, Belgravia may announce acceleration; Round13 then has 30 days to convert at the repriced rate.
-
Unconverted portion reverts to original conversion price for the remainder of the term.
-
Bitcoin Treasury (as of Oct 31 2025)
-
Total holdings: 83.14 BTC.
- 26.55742 BTC – 100% owned, unencumbered; avg. cost US$117,355.93/BTC.
- 42.37753 BTC – funded via Round13 convertible debenture; avg. cost US$117,986.77/BTC.
- 14.21448 BTC – acquired using corporate credit facilities; avg. cost US$105,517.72/BTC.
-
Bitcoin Standard Conversion Framework
- The debenture remains fully backed by Bitcoin.
-
If Round13 does not convert by maturity, the 42.37753 BTC tied to the debenture will be returned to Round13, limiting downside price risk for Belgravia.
-
Equity Financing Clarification (July 16 2025)
- Units issued: 15,543,822 at C$0.25 per unit.
-
Gross proceeds: C$3,885,955.50 (adjusted from previously announced figures).
-
Regulatory Notes
- Securities not registered under the U.S. 1933 Act; cannot be offered/sold in the United States or to U.S. persons without exemption.
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.” – Mehdi Azodi, President & CEO
Materiality Assessment: Material – Positive (the repricing materially alters the company’s capital structure and reduces debt exposure; treasury disclosure provides substantive insight into asset backing).