Ming Shing enters into Bitcoin purchcase agreement with Winning Mission Group

Ming Shing (MSW) Group Holdings announced that it has entered into a Bitcoin (BTC) purchase agreement with Winning Mission Group Limited , a company incorporated under the laws of the British Virgin Islands, for the purchase of 4,250 Bitcoins, in the consideration of US$482,961,500, an average price of $113,638 per Bitcoin, payable at the closing of the Bitcoin Purchase Agreement, which is anticipated to occur on or prior to December 31, 2025, in the form of (i) a convertible promissory note with a principal amount of US$482,961,500; and (ii) a warrant to purchase 402,467,916 Ordinary Shares of the Company. Concurrent with entry into the Bitcoin Purchase Agreement, (i) the Company; (ii) the Seller; and (iii) Rich Plenty Investment Limited, a company incorporated under the laws of the British Virgin Islands, an independent arms-length third party, entered into an assignment agreement, pursuant to which the Seller assigns to the Assignee the interest in 50% of the value of the Consideration, in consideration of the Assignee issuing a promissory note to the Seller in the amount of 2,125 Bitcoins. Therefore, pursuant to the Bitcoin Purchase Agreement and the Assignment, the Company shall issue to each of the Seller and the Assignee (i) a convertible promissory note with a principal amount of US$241,480,750; and (ii) a warrant to purchase 201,233,958 Ordinary Shares of the Company, as consideration of the purchase of 4,250 Bitcoins.