“OMN converts Bitcoin production into a structured, investable asset for institutional portfolios.”

The OMN provides professional non-US investors with direct economic exposure to new Bitcoin production measured in hashrate, which is the computational power used to validate transactions and produce Bitcoin, without the operational complexities of managing mining infrastructure, hardware, energy, or regulatory hurdles. Issued as a secured debt note in Luxembourg, the tokenised OMN combines traditional financial structuring with blockchain enabled features, including on chain transferability among whitelisted professional investors.

Emmanuel Montero, Chief Executive Officer of Omnes, said:

“Bitcoin mining is the only mechanism that creates new Bitcoin through protocol issuance. This is economically distinct from yield strategies that rely on redistributing existing Bitcoin. Through the Omnes Mining Note, we transform this operationally intensive production process into a structured financial instrument backed by industrial scale mining infrastructure.”

Peter Hughes, Founder and CEO of Apex Group, added:

“Tokenisation gives investors mobility and utility that traditional notes cannot. Qualified investors can transfer OMN on chain and, over time, potentially use it as a form of collateral in permissioned lending without selling the asset. This enhances liquidity while giving Omnes a more scalable and globally distributable structure.”

Jesse Pollak, Head of Base, commented:

“Bringing a regulated debt product backed by mining onto Base is a huge win. It proves that on chain finance isn’t just for crypto-native assets - it’s for real-world industrial infrastructure too. We’re excited to see more builders bridging the gap between heavy industry and the on chain economy to make the financial system more transparent and accessible.”

Notes to editors

Disclaimers

This announcement is for information purposes only and does not constitute, and shall not be construed as, an offer to sell or a solicitation of an offer to buy any securities in any jurisdiction.

The Omnes Mining Note (“OMN”) is limited to investors who meet certain eligibility requirements. Investors will be required to provide personal and financial information to confirm compliance with applicable laws, including anti-money laundering (AML), counter-terrorist financing (CTF), and know-your-customer (KYC) regulations. No investment should be made until the Offering Memorandum and related documents, which are available upon request, have been thoroughly reviewed and understood.

Past performance does not guarantee future results.

About Omnes

Omnes is a global fintech company pioneering institutional access to Bitcoin yield through Bitcoin production. Through its Luxembourg securitisation framework, Omnes delivers on-chain, compliance-first exposure to tokenised Bitcoin hashrate via the Omnes Mining Note (OMN), a structured product engineered for professional investors, sovereign allocators, and institutional asset managers. Headquartered in Abu Dhabi with operations across Europe and the Middle East, Omnes is building the foundational financial layer for the Bitcoin economy.

www.omnes.io

About Apex Group

Apex Group is dedicated to driving positive change in financial services while supporting the growth and ambitions of asset managers, allocators, financial institutions, and family offices. Established in Bermuda in 2003, the Group has continually disrupted the industry through its investment in innovation and talent.

Today, Apex Group sets the pace in fund and asset servicing and stands out for its unique single-source solution and unified cross asset-class platform which supports the entire value chain, harnesses leading innovative technology, and benefits from cross-jurisdictional expertise delivered by a long-standing management team and over 13,000 highly integrated professionals.

Apex Group leads the industry with a broad and unmatched range of services, including capital raising, business and corporate management, fund and investor administration, portfolio and investment administration, ESG, capital markets and transactions support, as well as digital and AI solutions. These services are tailored to each client and are delivered both at the Group level and via specialist subsidiary brands.

The Apex Foundation, a not-for-profit entity, is the Group’s passionate commitment to empower sustainable change.

www.apexgroup.com

Contacts

Media Contacts

Omnes
Panagiotis Dermatis | panagiotis@omnes.io

Apex Group
Marion Janic I Marion.Janic@apexgroup.com

Read the official press release: Omnes Partners With Apex Group to Tokenise Institutional Bitcoin Mining Structured Note on Base

OMN is a Bitcoin production-linked instrument designed to generate Bitcoin-native yield via enterprise-scale Bitcoin hashrate. It is among the first tokenised commodity production notes structured within the Luxembourg securitisation regime.

Scope of Engagement

Arendt’s mandate encompasses the creation of a bankruptcy-remote securitisation fund, the design of its governance and regulatory classification, and the alignment of the vehicle with EU and international standards applicable to institutional offerings.

The mandate includes comprehensive support for the Regulation S global offering of OMN, including drafting of core issuance documentation, eligibility criteria for non-U.S. investors, and interpretation of the Luxembourg Securitisation Act as applied to tokenised instruments. Arendt is also advising on the interaction between the note issuance, Bitcoin hashrate production contracts, and Omnes’ integration with its administrator, custodians, and tokenisation infrastructure.

Building an Institutional-Grade Foundation

Through this collaboration, Omnes is establishing a robust legal and operational foundation for institutional-scale adoption. The securitisation framework provides enhanced investor protections, transparent risk segregation, and a high degree of regulatory clarity, while enabling OMN to integrate seamlessly with modern blockchain settlement environments.

This engagement strengthens Omnes’ long-term strategy to deliver institutional-grade Bitcoin production instruments, and positions the group to expand its product suite and distribution footprint with confidence.

“Arendt’s deep expertise in securitisation, digital assets, and Luxembourg regulatory frameworks makes them the natural partner for OMN. Their involvement gives institutional investors the legal certainty they require to engage with a structure of this kind.”

— Panagiotis Dermatis, Chief Legal Officer, Omnes

INVESTOR RELATIONS CONTACT

Panagiotis Dermatis

Chief Legal Officer, Omnes
ir@omnes.io

As we move into 2026, the narrative around Bitcoin is changing. The question is no longer whether Bitcoin belongs on institutional balance sheets. The question is how it can be made productive without compromising its core attributes of sovereignty, auditability, and security.

Bitcoin as Capital, Not Just Collateral

For much of its history, Bitcoin has been framed as digital gold. An asset to acquire, hold, and defend. That framing was appropriate during its monetization phase. It is increasingly insufficient in an environment defined by five percent risk-free rates and compounding alternative return strategies. A multi-trillion dollar asset class that generates no intrinsic cash flow represents an inefficiency. For institutions, that inefficiency compounds over time — idle capital carries a cost, even when the underlying asset appreciates. This reality is now driving the first wave of institutional Bitcoin yield strategies.

The Institutional Yield Playbook

Established institutions have largely confined their activity to familiar financial market structures. Basis capture strategies involve holding spot Bitcoin while shorting futures, harvesting the funding premium paid by leveraged participants. These strategies are market neutral and operationally well understood, but returns compress as participation scales. Options-based strategies monetize volatility through covered call programs. Premium income can be attractive in certain regimes, but upside is capped and performance is path dependent on volatility surfaces rather than Bitcoin itself. Collateralized lending allows institutions to lend Bitcoin to regulated counterparties in exchange for conservative interest. While relatively low risk, returns are modest and exposure remains tied to borrower balance sheets.

These approaches share a common feature. Yield is not generated by Bitcoin. It is generated around Bitcoin.

The Fragility of High-Yield Structures

Outside regulated channels, yield often comes with materially different risk characteristics. Rehypothecation multiplies exposure by lending the same Bitcoin multiple times, creating fragile dependency chains that unravel under stress. Unsecured or lightly collateralized lending exposes holders to opaque counterparties, often operating in jurisdictions with limited legal recourse. Synthetic Bitcoin representations introduce bridge and smart contract risk by removing Bitcoin from its native settlement environment. These structures tend to fail precisely when volatility spikes and liquidity is most constrained. For institutions, such tail risk is structurally incompatible with fiduciary mandates.

Defining Bitcoin-Native Yield

Bitcoin-native yield represents a shift away from financial extraction and toward protocol participation. Native yield is generated through direct involvement in the Bitcoin network’s economic and security functions. Hashrate secures the protocol, validates transactions, and is compensated through deterministic issuance and transaction fees. In this model, yield is earned through production rather than leverage. Risk is tied to network economics, operational execution, and difficulty dynamics — rather than counterparty solvency or synthetic instruments. Crucially, Bitcoin remains within its own security perimeter. There is no wrapping, bridging, or rehypothecation. Productivity is achieved without sacrificing sovereignty.

Omnes and the Institutionalization of Network Production

We built Omnes to translate Bitcoin-native production into a form institutions can underwrite, audit, and hold with confidence. The Omnes Mining Note is structured as a hashrate-backed debt instrument issued under Luxembourg Securitisation Law. Its purpose is not yield enhancement through complexity, but risk-disciplined access to Bitcoin network production.

The approach begins with diversification at the hashrate level. Production is sourced across multiple industrial-scale operators, geographies, and power markets to reduce single-operator, jurisdictional, and energy concentration risk. Hashrate delivery obligations are contractually defined and monitored at the operational layer. Conservative assumptions are used for production modeling, with clearly defined remediation and continuity mechanisms.

Bitcoin produced through this structure is held in segregated cold storage by a regulated custodian. Yield generation does not require investors to lend, rehypothecate, or synthetically transform their Bitcoin exposure. Ownership remains clean, auditable, and institutionally custody-compliant. The structure is supported by independent administration, Big Four third-party audits, and full transparency over cash flows and asset segregation. The objective is durability, not opportunism.

From Store of Value to Productive Infrastructure

The next phase of Bitcoin adoption will not be driven by speculation or financial engineering. It will be driven by institutions seeking productive exposure that aligns with Bitcoin’s foundational properties. Bitcoin mining, when abstracted through disciplined structuring and institutional controls, transforms Bitcoin from dormant capital into productive infrastructure.

The era of the recluse is ending. Bitcoin is stepping out of isolation and into its role as a yield-bearing component of the global financial system. We built Omnes to make that transition institutionally viable.

Learn more about the Omnes Mining Note at omnes.io/omn.

This article is for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to buy any securities. The Omnes Mining Note is offered exclusively to non-U.S. professional investors under Regulation S of the U.S. Securities Act 1933. Past performance is not indicative of future results.

Omnes Launches to Bridge Real World Assets and the Digital Asset Economy

For years, investors have faced a difficult choice between the innovation of digital assets and the discipline of traditional finance. The tools available were often too technical, fragmented, or speculative to meet the standards of institutional capital. As a result, many investors remained on the sidelines, waiting for infrastructure capable of connecting the emerging digital asset economy with the rigor of global capital markets.

Today, we introduce Omnes.

Omnes was founded to bridge real world assets and the digital asset economy by transforming traditionally complex or inaccessible assets into structured, tokenized financial instruments. Our mission is to make participation in this new financial system simple, transparent, and institutionally ready.

While our long term vision is to bring a wide range of real world assets on chain, we are beginning with one of the most foundational components of the Bitcoin economy: mining.

Bitcoin mining is the process that secures the network and produces new Bitcoin through computational power. It is also one of the few mechanisms in the digital asset ecosystem capable of generating native Bitcoin yield. Through Omnes, this industrial activity is transformed into structured financial instruments designed for institutional investors.

Our upcoming flagship product, the Omnes Mining Note, provides exposure to Bitcoin production through contracted industrial scale hashrate, delivered within a structured framework that reflects the operational precision, transparency, and governance standards expected in traditional capital markets.

“Bitcoin’s network is the most secure financial system ever built,” said Emmanuel Montero, CEO of Omnes. “Our vision is to make participation in that system accessible in a way that meets the expectations of institutional investors, disciplined, transparent, and built to last.”

Omnes combines established financial infrastructure with modern blockchain technology to create a unified experience for professional investors. Through the Omnes Investor Portal, participants will be able to subscribe to offerings, monitor performance, and manage ownership securely on chain.

The launch of Omnes represents the beginning of a broader effort to bring real world assets into the digital asset economy. By starting with Bitcoin mining, a core pillar of the Bitcoin network itself, we are building the foundation for a future where a wide range of productive assets can be structured, tokenized, and distributed through transparent financial infrastructure.

Learn more at
www.omnes.io

Emmanuel Montero
Co Founder and Chief Executive Officer
Omnes

Disclosures

This announcement is provided for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to buy any financial instrument or investment product. No securities or investment products are being offered or sold in any jurisdiction where such offer, solicitation, or sale would be unlawful.

Participation in any future Omnes offerings will be limited to eligible professional or institutional investors who meet applicable qualification criteria. Detailed terms, conditions, and eligibility requirements will be made available through official offering materials at the time of launch.

Digital assets are highly volatile, not legal tender, and not backed by any government. Investments in digital asset related products involve significant risk, including the potential loss of all principal. Prospective investors should conduct their own due diligence and consult independent financial, legal, and tax advisors before making any investment decisions.

All information contained herein reflects the views and circumstances as of the date of publication and may change without notice. Omnes makes no representations or warranties, express or implied, regarding the accuracy or completeness of the information provided.