Valereum PLC - Completion of Subscription

17/11/25

Valereum Plc

("Valereum", "VLRM" or the "Company")

Completion of £0.6m Subscription, Director Dealings and Grant of Warrants

Valereum Plc (AQSE: VLRM) announces that the Company has successfully completed the subscription to raise £0.6m as previously announced on 10 October 2025 (the "Subscription"). The raise comprised £0.225m from its Chairman, James Bannon, £0.225m from its Group CEO, Gary Cottle, and £0.15m from an unconnected party through the issuance of 12,000,000 new Ordinary Shares of £0.001 each at a subscription price of £0.05 per share (the "Subscription Shares").

In connection with the Subscription, both James Bannon and Gary Cottle have been issued 2,500,000 warrants each at an exercise price of £0.50 per warrant and 2,500,000 warrants each at an exercise price of £1.00 per warrant. The unconnected party has been issued 1,666,667 warrants at an exercise price of £0.50 per warrant plus 1,666,667 warrants at an exercise price of £1.00 per warrant. The warrants will vest immediately and will be exercisable over a period of 5 years from the issue date.

Admission

Application will be made for the 12,000,000 Subscription Shares, which will rank pari passu with the existing Ordinary Shares in issue, to be admitted to trading on the AQSE Growth Market ("Admission"). Dealings are expected to commence on or around 19 November 2025 and the issue is subject only to Admission.

Total voting rights

Following Admission, the Company's issued share capital will comprise 243,204,304 Ordinary Shares of £0.001 each, all carrying voting rights. This figure may be used by shareholders as the denominator for the calculation to determine if they are required to notify the Company of their interest in, or a change to their interest in, the Company's securities.

As previously announced, the proceeds are intended to be used to fund the scale-up of VLRM Markets through accelerating the build of an institutional-grade regulated footprint across global jurisdictions, enhancing distribution reach through strategic partnerships and collaborations, as well as expanding the utility of GATE Token across the Valereum ecosystem.

The FCA notifications, made in accordance with the requirements of the UK Market Abuse Regulation, are appended below.

The Directors of the Company accept responsibility for the contents of this announcement.

For further information, please contact:

To read more, please visit the Company's website at www.vlrm.com 

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NOTIFICATION OF TRANSACTIONS OF DIRECTORS, PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES OR CONNECTED PERSONS

IMPORTANT NOTICES

The Company holds cryptocurrencies or cryptoassets in its treasury. Whilst the Board of Directors of the Company considers holding cryptocurrencies 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 cryptocurrencies to be high risk. At the outset, it is important to note that an investment in the Company is not an investment in cryptocurrencies, either directly or by proxy and shareholders will have no direct access to the Company's holdings. However, the Board of Directors consider cryptocurrencies to be an appropriate store of value and potential growth and therefore appropriate for the Company. Accordingly, the Company is and intends to continue to be materially exposed to cryptocurrencies.  

The Company is neither authorised nor regulated by the FCA, and the purchase of certain cryptocurrencies are generally unregulated in the UK. As with most other investments, the value of cryptocurrencies can go down as well as up, and therefore the value of the Company's cryptocurrencies holdings can fluctuate. The Company may not be able to realise its cryptocurrencies holdings for the same as it paid to acquire them or even for the value the Company currently ascribes to its cryptocurrencies 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. 

Cryptocurrencies may present special risks to the Company's financial position. These risks include (but are not limited to): (i) the value of cryptocurrencies can be highly volatile, with value dropping as quickly as it can rise. Investors in cryptocurrencies must be prepared to lose all money invested in cryptocurrencies; (ii) the cryptocurrencies 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 cryptocurrencies at will. The ability to sell cryptocurrencies 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. Prospective investors in the Company are encouraged to do their own research before investing.