Stack BTC plans precious metals deal to fuel Bitcoin treasury

Stack BTC Plc has agreed non-binding terms for the proposed acquisition of UK precious metals dealer DB London Ltd, which trades as Direct Bullion, for aggregate consideration of up to £12 million. The company said the transaction marks the first step in its M&A strategy and is designed to pair a cash-generative precious metals business with its Bitcoin treasury operations.

Under the proposed structure, Stack BTC would pay £3 million in cash at completion, issue roughly £4 million of new ordinary shares subject to a four-year lock-in, and provide up to £5 million through deferred earn-outs. The shares would be issued at no less than 6 pence each, or at the price of any new ordinary shares issued by Stack BTC before completion if that price is higher. The transaction qualifies as a reverse takeover under AQSE rules and a related party transaction because Paul Withers, a Stack BTC director and substantial shareholder, also controls Direct Bullion and its vendor.

Direct Bullion generated £52.1 million of audited revenue and £2.15 million of profit after tax in the year ended January 31, 2026. Revenue rose from £13.4 million in 2024 to £29.1 million in 2025 and £52.1 million in 2026, representing 288% growth over the three-year period. Operating profit reached £3.08 million in 2026, while operating profit before a non-recurring royalty fee was £3.86 million. Gross profit was £5.09 million and gross margin was approximately 9.8%.

The proposed earn-outs are linked to Direct Bullion’s future profitability. About £1 million would be paid in cash following the 2027 financial year if EBITDA reaches at least £2.5 million, before the cost of Bitcoin purchases. Another £4 million would be payable across years three through five, with roughly £1.33 million paid for each year in which the £2.5 million EBITDA threshold is achieved.

Stack BTC said its approach differs from Bitcoin treasury companies that depend primarily on raising capital to acquire more Bitcoin. Instead, it intends to build a portfolio of profitable businesses that generate recurring cash flow that can support its treasury and increase Bitcoin per share. The company considers Direct Bullion’s gold business consistent with this strategy because gold and Bitcoin are both commonly viewed as hard monetary assets and inflation hedges.

Direct Bullion was established by Withers in 2015 and sells physical gold coins and bars to retail customers and pension funds. The business has expanded to 16 employees and 22 contractors and has been funded solely by its founder. It was named the top-ranked company in the metals and mining sector in the 2024 FT 1000 ranking of Europe’s fastest-growing companies.

The company operates with an in-house team of trained specialists that assists customers with high-value precious metals purchases rather than operating solely as an execution-only online retailer. Direct Bullion said this people-led model has helped drive repeat purchases and customer referrals. It also sees demand for physical metals as being supported by long-term wealth preservation, portfolio diversification and the appeal of assets held outside the banking system.

Direct Bullion’s growth strategy includes potential consolidation among precious metals dealers, SIPP and SSAS-related business, vaulting and storage, and other adjacent services. The company also plans to use technology to improve customer services and operating efficiency. Its secured bank loan, originally £1.5 million and with approximately £1 million remaining, would transfer to Stack BTC and matures on April 17, 2029.

The transaction remains subject to due diligence, final documentation, AQSE approval, corporate approvals, an MTF Admission Prospectus and Stack BTC’s re-admission to the AQSE Growth Market’s Access Segment. A Rule 9 waiver is expected to be required under the Takeover Code and would be conditional on approval by independent shareholders, with the relevant concert party abstaining. Stack BTC said completion is not guaranteed.

After the acquisition, Stack BTC plans to use Direct Bullion’s operating cash flow to support its Bitcoin treasury strategy and pursue further growth in precious metals. The company expects to consider bolt-on acquisitions and other adjacent revenue opportunities as part of a broader platform strategy.