Valereum PLC - Binding Heads of Terms for £19m Capital Raise

This announcement contains information which, prior to its disclosure, was inside information as stipulated under Regulation 11 of the Market Abuse (Amendment) (EU Exit) Regulations 2019/310 (as amended). Upon the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.

20/02/25

Valereum Plc

("VLRM" or the "Company")

Valereum Plc enters into Binding Heads Of Terms for a Capital Raise of £19 Million with DMC Markets Inc. (Via Valereum Inc., an Entity Formed for the Purpose of the Investment),

Four Strategic Investments and

A Further £1 Million Investment from a UK Institutional Investor

Valereum Plc (AQSE: VLRM) is pleased to announce that it has entered into a binding Heads of Terms ("HoT") for a £19 million capital investment ("Investment") from Valereum Inc., an entity formed for the purpose of the investment from DMC Markets Inc. ("DMC"), the completion is subject to finalising satisfactory due diligence. In addition to the investment from DMC via Valereum Inc., acquiring 48.86% of Valereum Plc, there will be an additional £1 million investment from a UK institutional investor.

The HoT signed by the parties, as being announced today, contain different terms from the announcement made on 16 December 2024. Notably, DMC via Valereum Inc. will now subscribe for a total of shares worth £19 million (breakdown provided below), whereas the previous announcement stated £13 million. This also includes their acquisition of the shares originally intended to be issued to Blue Sky Vision LLC ("Blue Sky") under the option agreement announced by the Company on 16 December 2024 and 02 January 2025, with subsequent updates provided on 14 February 2025, confirming that Blue Sky will not be proceeding.

DMC's £19 Million Investment and Terms

Valereum Plc has agreed to issue Valereum Inc. a total of 170,000,000 ordinary shares in the capital of the Company (the "Subscription Shares"), allocated as follows:

-     130,000,000 ordinary shares at an issue price of £0.10 per share (as per the announcement made on 16 December 2024)

-     20,000,000 ordinary shares at an issue price of £0.20 per share

-     DMC Markets Inc., via its entity, Valereum Inc. will acquire 20,000,000 ordinary shares at an issue price of £0.10 per share, replacing the previously announced shares which were to be issued to Blue Sky Vision LLC, as per the £2 million option exercise announced on 02 January 2025, alongside the further update to the market on 14 February 2025.

The proceeds of the Investment will be used to make four strategic investments, to provide working capital to support the investments and Valereum Plc's growth plans, and to fund and accelerate the rollout of its tokenisation and digital asset services.

Strategic Asset Investments

Part of the proceeds of the Investment will fund the acquisition of minority interests in four complementary strategic assets which have been sourced by DMC ("Strategic Investments"). Upon completion of the Strategic Investments, Valereum Plc will have greater presence across Australasia, Europe, North America and South America, as well as accelerating the Group's provision of Web3, Tokenisation, Defi, Asset Securitisation and Blockchain solutions.

Institutional Investor £1m Investment and Terms

Valereum Plc also announces the successful capital raise of an additional £1 million from an UK based institutional investor. Under the agreement, Valereum Plc will issue 5,000,000 ordinary shares at an issue price of £0.20 per share. This additional capital injection provides the Company with further working capital to support its growth plans.

Admission of Shares

The Subscription Shares to be issued to DMC via Valereum Inc. and the institutional investor are expected to be admitted to trading on AQSE on or around 04 March 2025, subject to completion of the necessary issuance procedures.

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