- Stack BTC has agreed to buy gold dealer Direct Bullion for up to £12 million in a reverse takeover on the Aquis exchange.
- The deal is the firm’s first acquisition under a strategy of using operating profits to buy more Bitcoin.
- Direct Bullion is owned by Stack BTC’s own chief strategy officer, Paul Withers, and pays Nigel Farage, a major shareholder in the buyer, to promote it.
The Aquis-listed Bitcoin treasury firm Stack BTC, which lists Nigel Farage among its shareholders, has entered a £12 million arrangement to buy Direct Bullion, a company known for its gold business.
The deal, which is being framed as a way to expand the Frage-backed firm’s digital asset reserve, is being closed with a company with Stack BTC’s own chief strategy officer on its board.
That kind of arrangement counts as a reverse takeover on London’s challenger exchange.
Stack BTC buys gold dealer to build digital asset reserve
Stack BTC beat its own drum by describing its acquisition of DB London Ltd, which trades as Direct Bullion, as a move unlike any other BTC treasury firm.
The distinction the disclosure specifically noted was that, instead of issuing and selling shares to fund BTC purchases, Stack BTC will use the profits from acquired businesses to fund its strategy, which will lift its Bitcoin per share metric.
Direct Bullion reported audited revenue of £52.1 million and post-tax profit of £2.15 million for the year ended January 31, 2026, on its gold coins and bars business.
Stack BTC noted the inflation-hedge and digital-gold narratives around traditional gold and Bitcoin, respectively.
Another thing the dealing companies share is a director. Paul Withers, who is listed as a Stack BTC director, substantial shareholder and chief strategy officer, is also the sole director and shareholder of the company selling Direct Bullion.
Per the Aquis exchange’s rulebook, this kind of transaction is designated as a related-party deal under Rule 4.6.
Direct Bullion also has direct dealings with the Reform UK leader, Nigel Farage, himself. BusinessCloud reported that the gold dealer paid Farage roughly £270,000 for a 12-hour promotional engagement that he charged £22,500 per hour for. Farage had also declared earlier payments of £91,200 and £135,000.
Chief executive David Galan, Brendan Kearns and Melisa Lawton, three directors deemed independent of the deal, agreed that the announcement carries enough detail for investors to judge the enlarged group’s prospects.
The £12 million headline is not all cash
The £12 million value put on the deal involves cash, new stock and deferred payments.
- £3 million is due in cash on completion from Stack BTC’s existing reserves.
- £4 million will be settled in new shares carrying a four-year lock-in.
- An earn-out of roughly £1 million could follow at the end of January if Direct Bullion hits EBITDA. of at least £2.5 million. The EBITDA stipulation will be measured before the cost of any Bitcoin buying.
- Finally, £4 million that is payable across years three to five on the same annual EBITDA conditions.
New shares issued in the deal would price at no less than 6p, according to the Aquis filing.
Because the takeover would cancel Stack BTC’s current listing, completion also depends on the company being re-admitted to the exchange’s Access Segment, alongside due diligence, definitive documentation and AQSE approval.
The filing states there is no certainty the deal completes.
A relaunch that has shed half its value
Stack BTC is the renamed successor to Kasei Investment Holdings, which Jai Patel floated in 2021 and later put into voluntary liquidation.
Reworked into a Bitcoin treasury vehicle, it drew in former chancellor Kwasi Kwarteng as executive chair and Farage as an early backer; the Guardian reported in March that Farage invested £215,000 for a stake of about 6.3% through his vehicle Thorn In The Side Ltd.
Patel was removed from the board in April and replaced by Galan.
The firm holds 68.2 Bitcoin worth about $5.2 million, according to tracker bitcointreasuries.net, and BusinessCloud reported its shares have lost half their value over the past six months.
Notably, Farage’s promotion of Direct Bullion at Reform events has already drawn press scrutiny, and the BBC reported in April that the Liberal Democrats asked the Financial Conduct Authority to examine whether Farage’s promotion of a separate £2 million Bitcoin purchase amounted to market abuse.
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FAQs
What is Stack BTC buying and for how much?
Stack BTC has signed non-binding heads of terms to acquire DB London Ltd, trading as Direct Bullion, a UK precious metals dealer, for aggregate consideration of up to £12 million in cash, new equity and deferred payments.
Why is the deal considered a conflict of interest?
Paul Withers is a director, substantial shareholder and chief strategy officer of Stack BTC while also being the sole director of Direct Bullion and the sole owner of the company selling it, making it a related-party transaction; Direct Bullion also pays Stack shareholder Nigel Farage £22,500 an hour to promote it.
Is the acquisition final?
No. The Aquis filing states the reverse takeover still depends on due diligence, definitive documentation, AQSE approval, a new admission prospectus and re-admission to the exchange's Access Segment, and that there is no certainty it will complete.
Disclaimer. The information provided is not trading advice. Cryptopolitan.com holds no liability for any investments made based on the information provided on this page. We strongly recommend independent research and/or consultation with a qualified professional before making any investment decisions.
Hannah Collymore
Hannah is a writer and editor with nearly a decade of blog writing and event reporting experience in the crypto space. At Cryptopolitan, Hannah contributes to the news page, reporting and analyzing the latest developments in DeFi, RWA, crypto regulation, AI and frontier tech industries. She graduated from Arcadia university with a degree in Business Administration.
