Vaultz Capital PLC - Pre-AGM Business Update

Press release

25 November 2025

Vaultz Capital plc

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

Pre-AGM Business Update

Vaultz Capital plc (AQSE: V3TC | FRA: VJ2 | OTCQB: VZTCF), a digital asset operating company, is pleased to provide shareholders with a business and operational update ahead of the Company's Annual General Meeting to be held at Eccleston Yards, 25 Eccleston Place, London, United Kingdom, SW1W 9NF at 11.00 a.m. on 26 November 2025.

Business progress and update

As at 25 November 2025, the Company holds 135 Bitcoin in its Treasury, reflecting the Board's conviction in Bitcoin's role as sound monetary infrastructure and a long-term reserve asset. The Company has executed an aggressive Bitcoin acquisition strategy, surpassing the milestone of 100 Bitcoin held, with 65 Bitcoin of that total acquired under the tenure of CEO Eric Benz.

The Company's dual operating and treasury-led strategy continues to underpin Vaultz's strategic direction.

Institutional-grade custody infrastructure

●     In September 2025, the Company appointed BitGo Trust Company, Inc. as custodian for its Bitcoin Treasury. BitGo is one of the world's largest regulated digital asset infrastructure providers, holding more than $90 billion in assets and delivering comprehensive insurance protection.

●     On 24 November 2025, the Company announced that it has now implemented a multi-custodian security strategy, following its registration with Xapo Bank as an additional institutional custodian. Xapo Bank's institutional custody business, which was acquired by Coinbase Custody in 2018, has been a pioneer in crypto asset storage since 2014, leading the industry in the creation of security techniques that have kept clients' cryptocurrency safe for over a decade.

●     The deployment of a multi-custodian framework represents institutional best practice in digital asset security. By distributing custody across multiple regulated, insured institutions, the Company significantly reduces single-point-of-failure risk and enhances the overall security and resilience of its Treasury holdings. This approach aligns with guidance from leading institutional investors and demonstrates the Board's commitment to enterprise-grade operational controls.

Market access and liquidity enhancement

The Company has significantly broadened its global investor reach and enhanced potential share liquidity through strategic exchange listings:

●     September 2025: Dual listing on the Frankfurt Stock Exchange (ticker: VJ2), one of the world's largest international trading centres for securities, responsible for approximately 90% of all equity trading volume in Germany.

●     October 2025: Trading commenced on the OTCQB Venture Market in the United States (ticker: VZTCF), providing US investors with accessible trading and expanding Vaultz's global visibility.

These listings complement the Company's existing presence on the Aquis Stock Exchange and position Vaultz as one of the most accessible listed Bitcoin-focused companies for international institutional and retail investors.

Operational targets and strategic clarity

Following the financial year end, the Company successfully raised gross proceeds of approximately £14 million through a combination of institutional placings and WRAP Retail Offers, ensuring inclusive participation for existing shareholders. These proceeds provide the capital foundation required to pursue the Company's strategic objectives.

The Company operates as a Bitcoin-focused company combining two strategies: Bitcoin treasury policy and operational cloud mining. This dual approach positions Vaultz to capture value from both Bitcoin's long-term appreciation and ongoing participation in network economic activity. The Company continues to ensure all capital raises are value accretive to shareholders.

AGM - No changes to share capital proposed

The Board has elected to withdraw Resolutions 5 and 8 from the agenda following shareholder feedback. These resolutions proposed a share capital reorganisation that would change the nominal value of the Company's ordinary shares. For clarity, the proposed reorganisation would have kept the shareholding of each shareholder unchanged.

The rationale for the proposed change was:

●    German market: since listing in Frankfurt, the Company faces a 25 percent cost on all German share purchases due to the current nominal value structure. The reorganisation would have significantly reduced these costs and improved trading liquidity.

●     Increased flexibility: the lower nominal value would have provided greater headroom for future fundraising discussions, giving the Company additional structural options when opportunities arise.

The other resolutions contained in the AGM Notice circulated to shareholders remain unchanged.

Eric Benz, CEO of Vaultz Capital, commented: "Since August 2025, we've established enterprise-grade multi-custodian security, expanded trading to Frankfurt and the US OTCQB - a key step in unlocking future growth. Bitcoin markets show near-term volatility, but our focus remains on long-term structural drivers: fixed supply, growing institutional adoption and Bitcoin as sound monetary infrastructure.

"Our treasury holdings provide substantial asset backing to the Company. We remain committed to building sustainable operational capability and ensuring shareholders can benefit from the value we're creating over the medium and long term."

This announcement contains inside information for the purposes of the UK Market Abuse Regulation. The Directors take responsibility for its release.

For further information please contact:

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 crypto assets. 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.

Forward-looking statements

Certain statements made in this announcement are forward-looking statements. These forward-looking statements are not historical facts but rather are based on the Company's current expectations, estimates, and projections about its industry; its beliefs; and assumptions. Words such as 'anticipates,' 'expects,' 'intends,' 'plans,' 'believes,' 'seeks,' 'estimates,' and similar expressions are intended to identify forward-looking statements. These statements are not a guarantee of future performance and are subject to known and unknown risks, uncertainties, and other factors, some of which are beyond the Company's control, are difficult to predict, and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. The Company cautions security holders and prospective security holders not to place undue reliance on these forward-looking statements, which reflect the view of the Company only as of the date of this announcement. The forward-looking statements made in this announcement relate only to events as of the date on which the statements are made. The Company will not undertake any obligation to release publicly any revisions or updates to these forward-looking statements to reflect events, circumstances, or unanticipated events occurring after the date of this announcement except as required by law or by any appropriate regulatory authority.