A bitcoin company, in which Nigel Farage holds a significant stake, has revised its initial agreement. It was meant to acquire Direct Bullion, a precious metals group that pays Farage £22,500 per hour for promotional services. The deal was originally valued at £12 million. The revision removes cash payments from the agreement entirely.
Modified acquisition terms
Direct Bullion was founded by Paul Withers, who also serves as chief strategy officer at the acquiring company, Stack BTC. The firm specializes in selling gold coins and bars to individuals and pension funds, and it was recognized as one of the fastest-growing companies in Europe by the Financial Times in 2024.
The original agreement consisted of a combination of cash, new shares, and deferred share consideration, with £3 million to be paid in cash upon completion, £4 million to be satisfied through the issuance of new ordinary shares, and potential earn-outs of £5 million, contingent upon performance. However, the companies have agreed to amend the terms, with £7.6 million to be paid in new ordinary shares upon completion and up to £4.4 million in deferred share consideration to be paid over the course of years two to five, provided that the target company achieves an EBITDA of at least £2.5 million.
Stack stated this morning that the company’s (Stack BTC) existing cash resources will be retained in full to support the company’s stated acquisition strategy, Bitcoin treasury strategy and general working capital requirements.
Leadership changes and financial performance
Farage has disclosed that he received £270,000 from the company for 12 hours of promotional work. He had previously received payments of £91,200 and £135,000 from the company. His promotion of the company at Reform UK events has been subject to media scrutiny.
Direct Bullion reported audited revenues of £52.1 million for the year ending January 31, 2026, and a profit after tax of £2.15 million. Stack BTC, which characterizes the deal as a reverse takeover, is listed on the Aquis exchange. The company’s shares were valued at 12.5 pence at the beginning of the year but have since declined to 4.5 pence.
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In April, Stack BTC, which has former Chancellor Kwasi Kwarteng as its executive chair, removed CEO Jai Patel from the board and replaced him with David Galan, while appointing Withers as chief strategy officer. Patel had initially floated the company in 2021 with the goal of providing investors with access to the digital asset ecosystem but later decided to pursue a voluntary liquidation due to the costs associated with maintaining a public listing and the inability to scale.
Towards the end of the year, a group of investors, including Withers, Daniel Howe, Kwarteng, Patel, Brendan Kearns, and Sam Daughtry, took control of the company to drive forward a new acquisition strategy focused on Bitcoin. Kwarteng was appointed executive chairman, while Withers was named non-executive chair, and Patel assumed the role of CEO.
Farage, the MP for Clacton, subsequently joined Blockchain.com in backing Stack BTC, increasing his stake later through a subscription. Following a call by the Liberal Democrats for a Financial Conduct Authority inquiry into Farage’s promotion of the £2 million subscription raise, Stack BTC announced that Patel had stepped down from the board with immediate effect.
Stack BTC’s acquisition strategy
Stack BTC aims to acquire businesses aligned with Bitcoin and its ecosystem, even if they are not directly in the Bitcoin industry. The company views gold as a hard monetary asset, similar to Bitcoin, and considers its acquisition of a gold industry business in line with its strategy.
By targeting companies like Direct Bullion, Stack BTC seeks to expand its reach within the broader financial ecosystem, leveraging the perceived stability of gold as a hedge against inflation and fiscal uncertainty.
