Valereum PLC - Update on 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.

2/12/25

Valereum Plc

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

Transformational USD $200m Royalty & Streaming Financing Nears Completion Following Establishment of Valereum QGP-SP

Valereum Plc is pleased to announce significant progress in the completion of its previously announced USD $200 million Royalty and Streaming ("R&S") QMTN financing, a transaction that represents the most significant long-term capital commitment secured by the Company to date and a transformational step in Valereum's strategic roadmap.

Quorium Global Photonics SPC ("QGP") has now formally completed the establishment of Valereum QGP-SP ("V-QGP"), its dedicated segregated portfolio vehicle. This has been structured specifically to facilitate the drawdown and deployment of the USD $200m R&S capital through QGP's QMTN perpetual call certificates.

The establishment of V-QGP is a critical operational step towards the concluding phases of this landmark financing.

As part of the formation of V-QGP, the Company has issued 12,595,437 Ordinary Shares of £0.001 each to QGP at par value. QGP has agreed to a full lock-up on these shares until the USD $200m R&S capital is released to Valereum.

The Company is pleased to confirm that all required KYC, AML, UBO and regulatory due-diligence procedures relating to QGP, V-QGP, and the associated funding structures are well advanced, progressing smoothly and with no issues identified to date. Completion of the USD $200m R&S financing remains subject only to the finalisation of customary compliance processes and execution of definitive agreements.

Upon completion, the financing is expected to provide Valereum with a substantial long-term capital platform to accelerate its tokenisation, infrastructure and digital-asset initiatives.

James Bannon, Chairperson of Valereum, commented: "We are delighted to report strong progress towards completion of the $200m Royalty & Streaming financing. The establishment of V-QGP, agreed share lock-up, and the advanced stage of regulatory and compliance checks all bring us closer to concluding this landmark transaction. We expect to conclude in the coming days, subject to remaining compliance and documentation, and will update the market accordingly."

Application will be made for the 12,595,437 new Ordinary 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 4 December 2025.

Following Admission, the Company's issued Ordinary Share capital will comprise 257,049,741 Ordinary Shares of £0.001 each, all carrying voting rights. This figure may be used by shareholders as the denominator for determining whether they are required to notify the Company of an interest in, or a change to their interest in, the Company's securities pursuant to the Company's Articles.

The Company will continue to update the market as further milestones toward completion of the USD $200m R&S financing are achieved.

For further information, please contact:

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

Please visit the Company's website at www.vlrm.com

For more information, and the chance to have your questions directly answered by the management team, please head to our interactive investor hub via: Investor Hub. 

IMPORTANT NOTICES

The Company holds cryptocurrencies or crypto assets 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 commingling of funds could cause unwanted delay; and (iv) crypto assets 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.