Diginex Extends Key Warrants, Cementing Chairman's Influence

Diginex board extends four warrants held by Chairman Miles Pelham to 2028-2029, securing his control and prolonging a major potential dilution event for shareholders.

In a move with significant implications for its capital structure, the board of Diginex has unanimously approved a two-year extension for four warrants held by Chairman Miles Pelham. The decision, taken on March 20, 2026, saw Pelham abstain from the vote. While procedural in nature, this action substantially prolongs the period during which these instruments could be exercised, directly affecting potential shareholder dilution.

Warrants Detail and Dilution Potential

All four warrants are held through Rhino Ventures Limited, a Cayman Islands entity wholly controlled by Pelham. The new expiration dates now stretch to 2028 and 2029:

• Founders Warrant: 4,170,520 warrants with an exercise price of $6.13, expiring May 27, 2029.
• IPO Warrant No. 1: 18,000,000 shares, expiring April 23, 2028.
• IPO Warrant No. 2: 18,000,000 shares, expiring July 23, 2028.
• IPO Warrant No. 3: 18,000,000 shares, expiring January 23, 2029.

The Founders Warrant carries particular weight. Its full exercise would result in the issuance of shares equivalent to 51% of the company's outstanding common stock at that future time, embedding a substantial dilution mechanism into the equity structure.

Concentrated Ownership and Recent Shifts

Pelham's position as the dominant shareholder is already firmly established, even without the exercise of these warrants. As of March 16, 2026, Rhino Ventures holds an economic interest in 57.7% of outstanding shares, with Pelham's total ownership reaching 58.9%.

This control was reinforced just prior to the warrant extension. On March 6, 2026, a forced sale occurred involving 36 million pledged shares belonging to Rocky Rai, executed to settle a loan of approximately $29.8 million. Furthermore, Pelham was granted both Restricted Stock Units (RSUs) and Performance Stock Units (PSUs), each covering 14,164 shares, which will vest between 2026 and 2028.

The extension decision not only secures Pelham's existing control but also provides a considerably longer timeframe for a potential expansion of his stake. This comes as Diginex shares traded at $0.57 on March 19, a level far below its 52-week high of $39.85. At the current price, the IPO warrants—with exercise prices ranging from $1.03 to $1.54—are deeply out of the money. The extension effectively grants additional time to await a potential recovery in the share price.