A listed bitcoin firm which counts Nigel Farage as a major shareholder has agreed a £12 million deal to buy Direct Bullion – the precious metals group which pays the Reform UK leader £22,500 an hour to promote it.
Direct Bullion’s founder and sole shareholder is Paul Withers, who is also chief strategy officer at Stack BTC.
The firm sells gold coins and bars directly to the public and to pension funds. It was included in the Financial Times FT 1000 European fastest-growing companies list in 2024.
Farage recently declared that he had been paid £270,000 by the company for 12 hours of promotional work. He has previously declared payments from the company of £91,200 and £135,000. His promotion of the company at Reform UK events has come under scrutiny from the media.
Direct Bullion reported audited revenues of £52.1m for the year ending 31st January 2026 and profit after tax of £2.15m.
Stack BTC, which is listed on the challenger Aquis exchange and has lost half of its value in the last six months, is describing the deal as a reverse takeover.
The aggregate consideration of up to £12m consists of cash, new equity and deferred equity consideration. £3m is payable in cash on completion – and will be satisfied from existing Stack BTC cash reserves – with £4m to be satisfied by the issue of new ordinary shares in the company, subject to a four-year lock-in.
An earn-out of approximately £1m may be payable in cash at the end of January, subject to Direct Bullion achieving EBITDA of at least £2.5m – calculated before the cost of Bitcoin purchases – with a further earn-out of £4m payable over years three to five, subject to EBITDA of at least £2.5m in each year.
It remains subject to completion of due diligence, entry into definitive transaction documentation, the approval of AQSE, and corporate approvals.
The background
In April Stack BTC – which counts former short-lived Tory Chancellor Kwasi Kwarteng as its executive chair – ousted its CEO Jai Patel from the board and replaced him with David Galan, with Withers appointed as chief strategy officer.
Patel had floated the company in 2021 with the aim of providing investors with access to the fast-paced digital asset ecosystem but last year decided to undergo a voluntary liquidation – due to the costs of maintaining a public listing and inability to scale – and pursue its investment strategy as a private company.
However towards the end of the year, a ‘concert party’ of investors comprising Withers, Daniel Howe, Kwarteng, Patel, Brendan Kearns and Sam Daughtry came in to drive forward a new acquisition strategy and focus specifically on Bitcoin.
Kwarteng was appointed as executive chairman, with Withers named non-executive chair and Patel moving from chief investment officer to CEO.
Farage, the MP for Clacton, then joined Blockchain.com in backing Stack BTC, before increasing his holding later via a subscription. A day after the Liberal Democrats called for a Financial Conduct Authority inquiry into Farage’s promotion of the £2m subscription raise, Stack BTC said Patel had stepped down from the board with immediate effect.
Direct Bullion deal
Stack BTC stated this morning: “Stack BTC’s strategy differs from the standard Bitcoin treasury strategy playbook because it does not rely solely upon continued access to the capital markets to provide cash resources to increase its Bitcoin holdings.
“Stack BTC is focused on acquiring profitable and cash generative businesses, which then provide an ongoing source of liquidity to increase the Company’s Bitcoin per share.
“Stack BTC is targeting businesses that are thematically aligned to Bitcoin and the wider related ecosystem but are not necessarily directly in the Bitcoin industry. Gold, like Bitcoin is often regarded by investors as ‘hard monetary asset’ and a hedge against inflation and fiscal uncertainty.
“Bitcoin is also often referred to as ‘digital gold’ and therefore, the company considers its first acquisition of a business in the gold industry to be fully in-line with its strategy.”