Vaultz Capital PLC - Withdrawal of AGM Resolutions

Press release

13 November 2025

Vaultz Capital plc

("Vaultz Capital", "Vaultz" or the "Company")

Withdrawal of AGM Resolutions

Vaultz Capital plc (AQSE: V3TC | FRA: VJ2 | OTCQB: VZTCF), a digital asset operating company, announces that the Board of Directors has elected to withdraw Resolutions 5 and 8 from the agenda of the Annual General Meeting ("AGM") of the Company's shareholders to be held at 11.00 a.m. on 26 November 2025.

Resolution 5 proposed the approval of the Share Capital Reorganisation, which would have amended the nominal value of the existing Ordinary Shares in order to provide the Company with greater flexibility in the management of its share capital and to facilitate future corporate, financing or strategic initiatives.

Resolution 8 proposed to amend the Articles of Association, to include the rights associated with the deferred shares created as part of the Share Capital Reorganisation (Resolution 5).

Since publication of the AGM Circular published on 3 November 2025, the Company has engaged with certain shareholders regarding the Share Capital Reorganisation and decided not to implement it at this time. For the avoidance of doubt, the approval of Resolution 5 and 8 would not have resulted in any dilution to existing shareholdings.

The withdrawal of Resolutions 5 and 8 do not affect the validity of the Notice of AGM, the proxy form or any proxy votes already submitted in respect of the remaining resolutions to be proposed at the AGM.

This announcement contains inside information for the purposes of the UK Market Abuse Regulation. The Directors of the Company accept responsibility for the contents of this announcement.

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About Vaultz Capital plc

The Company is an operating company and intends to build a scalable, revenue-generating business through participation in the Bitcoin network infrastructure. Initially this will focus on acquiring exposure to Bitcoin hashrate via Bitcoin cloud mining.  The Company is exploring multiple routes to access hashrate, including the direct acquisition of mining hardware and indirect arrangements with established operators. These mechanisms are intended to provide the Company with ongoing exposure to Bitcoin block rewards and transaction fees, forming the core of the Company's commercial activity. While the Company also maintains a Bitcoin treasury policy, its primary business is operational in nature, centred around infrastructure participation within the Bitcoin ecosystem.

Important Notices

The Company intends to hold treasury reserves and surplus cash in Bitcoin. Bitcoin is a type of cryptocurrency or cryptoassets. Whilst the Board of Directors of the Company considers holding Bitcoin to be in the best interests of the Company, the Board remains aware that the financial regulator in the UK (the Financial Conduct Authority or FCA) considers investment in Bitcoin to be high risk. At the outset, it is important to note that an investment in the Company is not an investment in Bitcoin, either directly or by proxy and shareholders will have no direct access to the Company's holdings. However, the Board of Directors of the Company consider Bitcoin to be an appropriate store of value and potential growth and therefore appropriate for the Company's reserves. Accordingly, the Company is and intends to continue to be materially exposed to Bitcoin. Such an approach is innovative, and the Board of Directors of the Company wish to be clear and transparent with prospective and actual investors in the Company on the Company's position in this regard.

The Company is neither authorised nor regulated by the FCA, and the purchase of certain cryptocurrencies (such as Bitcoin) are generally unregulated in the UK. As with most other investments, the value of Bitcoin can go down as well as up, and therefore the value of the Company's Bitcoin holdings can fluctuate. The Company may not be able to realise its Bitcoin holdings for the same as it paid to acquire them or even for the value the Company currently ascribes to its Bitcoin positions due to market movements. Neither the Company nor investors in the Company's shares are protected by the UK's Financial Ombudsman Service or the Financial Services Compensation Scheme.

Nevertheless, the Board of Directors of the Company has taken the decision to invest in Bitcoin, and in doing so is mindful of the special risks Bitcoin presents to the Company's financial position. These risks include (but are not limited to): (i) the value of Bitcoin can be highly volatile, with value dropping as quickly as it can rise. Investors in Bitcoin must be prepared to lose all money invested in Bitcoin; (ii) the Bitcoin market is largely unregulated. There is a risk of losing money due to risks such as cyber-attacks, financial crime and counterparty failure; (iii) the Company may not be able to sell its Bitcoin at will. The ability to sell Bitcoin depends on various factors, including the supply and demand in the market at the relevant time. Operational failings such as technology outages, cyber-attacks and comingling of funds could cause unwanted delay; and (iv) cryptoassets are characterised in some quarters by high degrees of fraud, money laundering and financial crime. In addition, there is a perception in some quarters that cyber-attacks are prominent which can lead to theft of holdings or ransom demands. Prospective investors in the Company are encouraged to do your own research before investing.