Supernova Digital Assets plc, incorporated on 31 October 2019 and registered in England and Wales under the Companies Act 2006 with company number 12291603.

Registered Office: 9th Floor, 16 Great Queen St, London WC2B 5DG

The Company is subject to the UK Takeover Code

The Company’s shares are traded on the Access segment of Aquis Stock Exchange Growth Market (TIDM) under the symbol: SOL



Legal Entity Identifier: 213800JY9TG4848ZLR34


AQSE Corporate Adviser to the Company:

First Sentinel

Legal advisers to the Company:

Fladgate LLP

Auditors to the Company and Reporting Accountants:

Kreston Reeves LLP


Computershare Investor Services PLC

Shares & Shareholders

Number of Ordinary Shares in issue: 1,603,225,646

Percent of securities in public hands: 46.0%

Outstanding Warrants: 96,200,000 and this is 6.0% of the Fully Diluted Share Capital

Significant Shareholders:

Andrew Offit – 220,921,912 – 13.78%

Saral Global VCC – 167,000,000 – 10.42%

Phillip Blows – 127,884,880 – 7.98%

Mountain View Ventures AG – 127,209,883 – 7.93%

Hacienda Management Pte – 120,000,000 – 7.48%

Corporate Governance

The Directors are committed to maintaining high standards of corporate governance, and propose, so far as is practicable given the Company’s size and nature, to comply with the QCA Code.

The Company has established an Audit Committee with formally delegated duties and responsibilities. The Audit Committee comprises Nicholas Lyth and Mark Rutledge. The composition of this committee may change over time as the composition of the board changes.

The Audit Committee will determine the terms of engagement of the Company’s auditors and will determine, in consultation with the auditors, the scope of the audit. The Audit Committee will receive and review reports from management and the Company’s auditors relating to the interim and annual accounts and the accounting and internal control systems in use throughout the Company. The Audit Committee will have unrestricted access to the Company’s auditors.

The Remuneration Committee, which comprises Mike Edwards and Mark Rutledge, is responsible for the review and recommendation of the scale and structure of remuneration for senior management, including any bonus arrangements or the award of share options with due regard to the interests of the Shareholders and the performance of the Company.

The Board, which will meet not less than once per month, will ensure that procedures, resources and controls are in place to ensure that AQSE Growth Market Access Rulebook compliance by the Company is operating effectively at all times and that the executive directors are communicating effectively with the Company’s AQSE Corporate Adviser regarding the Company’s ongoing compliance with the AQSE Growth Market Access Rulebook and in relation to all announcements and notifications and potential transactions.

The Company has adopted a share dealing code for dealings in securities of the Company by the Directors, which is appropriate for a company whose shares are traded on the Access segment of the AQSE Growth Market. This will constitute the Company’s share dealing policy for the purpose of compliance with UK Legislation including UK MAR and Rule 4.1 of the AQSE Growth Market Access Rulebook. It should be noted that the insider dealing legislation set out in the Criminal Justice Act 1993, as well as provisions relating to market abuse, will apply to the Company and dealings in Ordinary Shares. The Ordinary Shares are freely transferable and there are no restrictions on transfer.

The Company has implemented an anti-bribery and corruption policy and also implemented appropriate procedures to ensure that the Board, employees, and consultants comply with the UK Bribery Act 2010.

The Directors have established financial controls and reporting procedures, which are considered appropriate given the size of and structure of the Company. These controls will be reviewed in the light of any acquisition and adjusted accordingly.

Mike Edwards and Nicholas Lyth are directors of Phoenix Digital Assets PLC and a number of the
members of the advisory board are also advisers to Phoenix Digital Assets PLC. The investment policy
of Phoenix Digital Assets PLC is to invest in non-fungible tokens and other digital assets whereas the business model of the Company is markedly different: it is to engage with and help develop companies with DeFi technologies and projects. Whilst such technologies and projects may utilise non-fungible tokens, they would not form part of the Company’s core investment strategy. As such, Mark Rutledge, the Company’s independent director, do not consider that Mike Edwards and Nicholas Lyth have a conflict of interest but to the extent any such conflict does arise Mike Edwards and Nicholas Lyth will recuse themselves from decision making regarding the conflicted matter.

Management team

Nick Lyth

Chief Financial Officer

Nick Lyth is a UK based, experienced finance director and qualified accountant with extensive experience advising quoted companies including AIM listed companies Univision Engineering Ltd, Altona Energy PLC and Taihua PLC. For two years, Mr. Lyth was Group Finance and Purchasing Director of Belle Group, a manufacturer of engineering equipment operating across Europe, the US and Asia. He was also Head of Finance at Fothergill Group, a UK manufacturer of technical industrial fabrics, between 1996 and 2003. In his early career, Nick was a management accountant at Courtaulds plc and Rotunda plc.

Mike Edwards

Executive Chairman

Mike Edwards has started and invested in technology companies for over 20 years. Mike invests in smart people with big ideas and thrives on helping other entrepreneurs turn a napkin sketch into a prosperous business. He has invested in more than 40 technology startups including Punch’d, which was sold to Google, Summify, which was acquired by Twitter, Wander, which was acquired by Yahoo, Area Connect,which was sold to Marchex, Wylie Interactive, which was acquired by Zynga, and Password Box, which was acquired by Intel. Mike is actively involved in growing and supporting the start up community and connecting local
entrepreneurs with the right investors, mentors and influencers in Silicon Valley, New York, Europe and Asia. Mike co- founded Growlab, a seed stage accelerator focussing on consumer facing digital product, which later merged with Extreme Start ups to create Canada’s Highline accelerator, and co-founded and is a board member of Creative Labs, a venture capital backed start up foundry that builds consumer technology companies by leveraging the Creative Artist Agency’s access to talent and audience. Mike was the co-founder and president of Argo Blockchain plc, a company established to provide cryptocurrency mining services and which was admitted to the Official List (by way of a Standard Listing) and to trading on the London Stock
Exchange’s Main Market for listed securities in August 2018. Mike was also the co-founder of Guild Esports plc, the first esports business to be admitted to trading on the Main Market; Cellular Goods plc, the first producer of biosynthetic cannabinoids to join the London Stock Exchange.

Mark Rutledge

Independent Non-Executive Director

Mark Rutledge has over 25 years of experience as a serial entrepreneur, C-level executive and strategic adviser with a particular expertise in structuring and financing technology start-ups. In the early stages of his career, Mark practised securities and entertainment law, and acted for clients such Viacom, Disney, Paramount, Time Warner, Showtime, USA Networks, and Canal + (France) arranging over $100M in production and equity
financings. He is currently CEO of Carraway Capital Corp., and co-founder and President of Sosido Networks Inc. a pre-eminent knowledge-sharing community for health-care professionals. He was until recently a Director of East Side Games, a leading mobile gaming company (TSE:EAGR), and is currently a Director of
Pioneer Media Holdings Inc. (NEO:JPEG) a web3 gaming infrastructure company. He is also a Director of Aja Ventures Inc., a health sciences company focused on longevity.