DeFi Technologies Acquisition of Leading OTC Desk and Digital Asset Liquidity Provider Stillman Digital

DeFi Technologies Inc. has announced the signing of a binding letter of intent to acquire Stillman Digital, an OTC desk and digital asset liquidity provider.

Stillman Digital, established in 2021, has reported facilitating over US$15 billion in trade volume, with US$4 billion occurring in Q1 2024. The company offers services in OTC on/off ramp tradeflow, electronic trade execution, OTC block trading, and market-making.

The acquisition is expected to enhance DeFi Technologies' trading capabilities and diversify its client base. Stillman Digital Bermuda Ltd. plans to expand into new business segments, including custody, foreign exchange, and proprietary trading.

Key points of the acquisition include:

• Stillman Digital's reported trade volume and market position in America's OTC on/off ramp market.
• The company's stated 190% year-over-year compound annual growth rate for FY22/FY23.
• Stillman Digital's Q1 2024 run-rate revenue of C$8.35M (US$6.1M).
• The company's regulatory licenses and registrations.

DeFi Technologies plans to integrate Stillman Digital into its operations, potentially internalizing part of the trading flows from its portfolio companies. The acquisition is also expected to diversify DeFi Technologies' client base, balancing its portfolio between off-chain retail and high-net-worth clients and on-chain institutional clients.

Transaction Details: DeFi Technologies will acquire all issued and outstanding securities of Stillman Digital in exchange for 2.5 million common shares of DeFi Technologies. One million of these shares will be subject to a lock-up schedule, released quarterly over a year. The parties aim to enter into a definitive agreement by July 31, 2024.

Jonathon Milks, CEO of Stillman Digital, stated: "Joining forces with DeFi Technologies marks an exciting new chapter for Stillman Digital. This partnership will enhance our ability to provide top-tier liquidity solutions and trading services, and together, we can further bridge the gap between traditional finance and decentralized finance. We look forward to tapping into the DeFi Technologies executive team's expansive network in the web3 industry to fuel customer acquisition and profitable growth of the technological and regulatory infrastructure we have built at Stillman over the last four years."

Olivier Roussy Newton, Chief Executive Officer of DeFi Technologies, commented: "The Acquisition is a strategic step that not only expands our capabilities in the trading sector but also diversifies our client base and revenue streams. We are excited to integrate Stillman Digital's expertise into our operations and enhance our comprehensive suite of services."

The acquisition is subject to the completion of due diligence, negotiation of definitive documentation, and satisfaction of certain other conditions.