Half-Year Report for the Six Months Ended 31 October 2025

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

Half-Year Report for the Six Months Ended 31 October 2025

Vaultz Capital plc (AQSE: V3TC | FRA: VJ2 | OTCQB: VZTCF), a digital asset operating company, presents its unaudited interim results for the six-month period ended 31 October 2025.

Chairman’s Statement

I am pleased to present the Chairman’s Statement for the Company for the six-month period from 1 May 2025 to 31 October 2025.

The Company established a Bitcoin Treasury and adopted a digital operating strategy, as well as received approval to change its name to Vaultz Capital plc on 18 June 2025.

During the period, Vaultz successfully raised a total of approximately £14.25 million to support its operational strategy through the issuance of ordinary shares which strengthened our balance sheet and provided additional resources to deploy in line with our Bitcoin treasury objectives.

In line with our strategy to build a meaningful presence in the Bitcoin ecosystem, the Company continued to acquire Bitcoin throughout the period. These acquisitions increased our holdings to a total of 135 Bitcoin. During the period, Vaultz secured approximately 20 PH/s of deployed hash rate capacity, equating to around 200 mining units, as part of its broader digital asset infrastructure strategy. This capacity contributes to the validation of transactions and the overall security and decentralisation of the Bitcoin network, while positioning the Company with operational exposure to a core component of the Bitcoin ecosystem.

During the period, the Company applied for its shares to trade and was successfully admitted on the OTCQB, as well as the Frankfurt Stock Exchange. The purpose of listing on these additional exchanges is to enhance the Company's visibility, broaden our global investor base and enhance the liquidity of the Company’s shares.

Through partnerships with Xapo Bank and Bitgo, the Company has implemented a multi-custodian framework in line with institutional best practice for digital asset security. The use of multiple regulated and insured custodians reduces reliance on any single provider and enhances the overall resilience of the Company’s Treasury arrangements. This structure aligns with institutional expectations and reflects the Board’s commitment to strong governance and risk management.

During the period, Neil Ritson stepped down as a director of the Company. The Board of the Company now consists of Charlie Wood, Fungai Ndoro and Eric Benz. Aleks Nowack joined the team in August 2025 as Chief Operating Officer in a non-board position.

For the months leading up to the end of 2025, Vaultz has been proactively working to increase the profile of the Company and has been attending  various leading industry events and conferences, including, TOKEN2049 in Singapore, the Digital Asset Summit in London, Bitcoin MENA, Abu Dhabi Finance Week, and the Tokenized Capital Summit. The team has engaged with investors and connected with various influential figures in the space.

While the landscape for treasury-focused companies has evolved since the Company adopted its Bitcoin strategy, the Board remains confident that the Bitcoin position established during the period will play an important role in delivering sustainable long-term value for shareholders. Looking ahead, the Board and management remain focused on maximising shareholder value and maintaining strong governance and operational discipline as market conditions continue to evolve. The Board continues to evaluate a range of strategic options for the next phase of the Company’s development, with the objective of extracting maximum value for shareholders.

I would like to thank our shareholders for their continued support, and I extend appreciation to our executive team and advisors for their efforts during this transformational period. We look forward to updating the market on further progress in due course.

Charlie Wood
Chairman
Vaultz Capital plc

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

Enquiries:

For further information please contact:

Vaultz Capital plc Eric Benz	Via Tancredi
Cairn Financial Advisers LLP (AQSE Corporate Adviser) Liam Murray / Ludovico Lazzaretti / James Western	[phone]
Global Investment Strategy UK Limited (Broker) Callum Hill	[phone]
Tancredi Intelligent Communication (Financial Communications Adviser)	[e-mail]

VAULTZ CAPITAL PLC (FORMERLY HELIUM VENTURES PLC) – CONDENSED INTERIM FINANCIAL STATEMENTS

(AQSE: V3TC)

STATEMENT OF COMPREHENSIVE INCOME

FOR THE  SIX-MONTH PERIOD ENDED 31 OCTOBER 2025

		Unaudited Period ended 31 October 2025	Unaudited Period ended 31 October 2024
	Notes	£	£
Revenue		72,015	-
Cost of Sales		(87,647)	-
Gross profit		(15,632)	-
Administrative expenses		(1,267,390)	(65,121)
Fair value through profit & loss	7	(3,166)	(16,027)
Other income		-	-
Revaluation loss on cryptocurrencies	6	(335,383)	-
Operating loss		(1,621,571)	(81,148)
Finance income/(expense)		-	-
Loss before taxation		(1,621,571)	(81,148)
Income tax		-
Loss for the period from continuing operations		(1,621,571)	(81,148)
Total loss for the year attributable to equity holders of the Company
Other comprehensive loss		-	-
Total comprehensive loss attributable to equity holders of the Company		(1,621,571)	(81,148)
Basic & dilutive earnings per ordinary share (pence)	5	(2.31)	(0.34)

The notes form an integral part of the Unaudited Condensed Interim Financial Statements

VAULTZ CAPITAL PLC (FORMERLY HELIUM VENTURES PLC) – CONDENSED INTERIM FINANCIAL STATEMENTS

(AQSE: V3TC)

STATEMENT OF FINANCIAL POSITION

AS AT 31 OCTOBER 2025

	Note	Unaudited As at 31 October  2025 £	Audited As at 30 April 2025 £
NON-CURRENT ASSETS
Investments held at fair value through profit or loss	7	-	-
Intangible assets	6	11,245,356	-
TOTAL NON-CURRENT ASSETS		11,245,356	-
CURRENT ASSETS
Cash and cash equivalents		219,158	27,000
Trade and other receivables		386,305	20,504
Investments held at fair value through profit or loss	7	-	27,379
TOTAL CURRENT ASSETS		605,463	74,883
TOTAL ASSETS		11,850,819	74,883
EQUITY
Share capital	8	2,129,910	239,025
Share premium account	8	12,395,985	1,004,380
Share based payment reserve		269,850	8,521
Retained deficit		(3,199,954)	(1,578,383)
TOTAL EQUITY		11,595,791	(326,457)
CURRENT LIABILITIES
Trade and other payables		255,028	401,340
TOTAL CURRENT LIABILITIES		255,028	401,340
TOTAL LIABILITIES		255,028	401,340
TOTAL EQUITY AND LIABILITIES		11,850,819	74,883

The notes form an integral part of the Unaudited Condensed Interim Financial Statements.

VAULTZ CAPITAL PLC (FORMERLY HELIUM VENTURES PLC) – CONDENSED INTERIM FINANCIAL STATEMENTS

(AQSE: V3TC)

STATEMENT OF CASHFLOWS

FOR THE  SIX-MONTH PERIOD ENDED 31 OCTOBER 2025

		Unaudited Period to 31 October 2025	Unaudited Period to 31 October 2024
		£	£
Cash flow from operating activities
Loss before income tax		(1,621,571)	(81,148)
Adjustments for
Fair value adjustment		3,166	16,027
BTC revaluation	6	335,383	-
Share based payments		70,369	-
Changes in working capital:
Decrease / (increase) in other receivables		(341,291)	(5,821)
(Decrease) / increase in other payables		116,623	51,682
Net cash (used in)/ from in operating activities		(1,437,321)	(19,260)
Cash flows from investing activities			-
Cryptocurrency purchases		(7,005,740)	-
Net cash flow from investing activities		(7,005,740)	-
Cashflows from financing activities
Proceeds from issue of ordinary shares net of fees		8,635,219	-
Net cash flow from financing activities		8,635,219	-
Net increase in cash and cash equivalents		192,158	(19,260)
Cash and cash equivalents at beginning of the period		27,000	56,215
Cash and cash equivalents at end of the period		219,158	36,955

	Ordinary Share capital	Share Premium	Share Based Payment Reserves	Retained deficit	Total equity
	£	£	£	£	£
As at 30 April 2024	239,025	1,004,380	18,615	(1,237,891)	24,129
Comprehensive income for the year	-	-	-	-	-
Loss for the year	-	-	-	(350,586)	(350,586)
Other comprehensive income	-	-	-	-	-
Total comprehensive loss for the year	-	-	-	(350,586)	(350,586)
Transactions with owners
Ordinary Shares issued	-	-	-	-	-
Share Issue Costs	-	-	-	-	-
Lapsed Warrants	-	-	(10,094)	10,094	-
Total transactions with owners	-	-	(10,094)	10,094	-
As at 30 April 2025	239,025	1,004,380	8,521	(1,578,383)	(326,457)

VAULTZ CAPITAL PLC (FORMERLY HELIUM VENTURES PLC) – CONDENSED INTERIM FINANCIAL STATEMENTS

(AQSE: V3TC)

STATEMENT OF CHANGES IN EQUITY

FOR THE  SIX-MONTH PERIOD ENDED 31 OCTOBER 2025

	Ordinary Share capital	Share Premium	Share Based Payment Reserves	Retained deficit	Total equity
	£	£	£	£	£
As at 1 May 2025	239,025	1,004,380	8,521	(1,578,383)	(326,457)
Comprehensive income for the period
Loss for the period	-	-	-	(1,621,571)	(1,621,571)
Other comprehensive income	-	-	-	-	-
Total comprehensive loss for the period	-	-	-	(1,621,571)	(1,621,571)
Transactions with owners
Ordinary Shares issued	1,888,885	12,266,828	-	-	14,155,713
Issue of warrants	-	-	269,850	-	269,850
Exercise of warrants	2,000	26,521	(8,521)	-	20,000
Share Issue Costs	-	(901,744)	-	-	(901,744)
Total transactions with owners	1,890,885	11,391,605	261,329	-	13,543,819
As at 31 October 2025	2,129,910	12,395,985	269,850	(3,199,954)	11,595,791

VAULTZ CAPITAL PLC (FORMERLY HELIUM VENTURES PLC) – CONDENSED INTERIM FINANCIAL STATEMENTS

NOTES TO THE INTERIM FINANCIAL INFORMATION

FOR THE PERIOD FROM 1 MAY 2025 TO 31 OCTOBER 2025

The notes form an integral part of the Unaudited Condensed Interim Financial Statements.

1. General information

The Company was incorporated on 23 April 2021 in England and Wales with Registered Number 13355240 under the Companies Act 2006.

The address of its registered office is Eccleston Yards, 25 Eccleston Place, London SW1W 9NF, United Kingdom.

The Company was incorporated to seek suitable investment opportunities in the technology sector. During the period the Company changed its name to Vaultz Capital plc and pivoted to bitcoin mining and other digital asset investments. To further its stated ambition the Company formally adopted a Cryptocurrency treasury function with a focus Bitcoin (BTC) accumulation.

The Company commenced trading on the Aquis Stock Exchange (AQSE) Growth Market on 8 July 2021.

2. Accounting Policies

IAS 8 requires that management shall use its judgement in developing and applying accounting policies that result in information which is relevant to the economic decision-making needs of users, that are reliable, free from bias, prudent, complete and represent faithfully the financial position, financial performance and cash flows of the entity.

3. Basis of preparation

The Condensed Interim Financial Statements have been prepared in accordance with the requirements of the AQSE Rules and International Accounting Standards in conformity with the requirements of the Companies Act 2006 and the Companies Act 2006 applicable to companies reporting under IFRS.

The Condensed Interim Financial Statements have not been prepared in accordance with IAS 34 “Interim Financial Statements.” The Condensed Interim Financial Statements do not include all disclosures that would otherwise be required in a complete set of financial statements but have been prepared in accordance with the existing accounting policies of the Company.

The Interim Financial Statements for the period from 1 May 2025 to 31 October 2025 are unaudited.

The Company Financial Information has been prepared using the measurement bases specified by IFRS for each type of asset, liability, income and expense.

The Historic Financial Information does not constitute statutory accounts within the meaning of section 434 of the Companies Act 2006.

The Historic Financial Information is presented in £ unless otherwise stated, which is the Company’s functional and presentational currency.

Going concern

The Directors have made an assessment of the Company’s ability to continue as a going concern and are satisfied that the company has the adequate resources to continue in operational existence for the foreseeable future. The Company, therefore, continues to adopt the going concern basis in preparing its interim financial statements.

Accounting policies

The same accounting policies, presentation and methods of computation have been followed in these Condensed Interim Financial Statements as were applied in the preparation of the Company’s historic financial information for the year ended 30 April 2025 except for the impact of the adoption of the Standards and interpretations described below and new accounting policies adopted as a result of changes in the Company.

New standards and interpretations not yet adopted

At the date of approval of these financial statements, the following standards and interpretations which have not been applied in these financial statements were in issue but not yet effective (and in some cases have not yet been adopted by the UK): 

Standard	Impact on initial application	Effective date
Amendments to IAS21	Lack of exchangeability	1 January 2025
Amendmen ts IFRS 9 and IFRS 7 – Financial instruments	Classification and measurement of financial instruments	1 January 2026
IFRS 18 - Presentation and Disclosure in Financial Statements	Presentation and Disclosure of financial Statements	1 January 2027

The effect of these new and amended Standards and Interpretations which are in issue but not yet mandatorily effective is not expected to be material .

4. Critical accounting estimates and judgments

In preparing the Condensed Interim Financial Statements, the Directors have to make judgments on how to apply the Company’s accounting policies and make estimates about the future. Estimates and judgements are continuously evaluated based on historical experiences and other factors, including expectations of future events that are believed to be reasonable under the circumstances. In the future, actual experience may deviate from these estimates and assumptions.

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below.

5. Earnings per Ordinary share

	Unaudited	Unaudited
	31 October 2025	31 October 2024
Basic and dilutive earnings per Ordinary Share
Earnings attributable to Shareholders	(1,621,571)	(81,148)
Weighted average number of Ordinary Shares	69,853,177	23,902,500
Per share amount-(pence)	(2.31)	(0.34 )

There is no difference between the diluted loss per share and the basic loss per share presented. Share options and warrants could potentially dilute basic earnings per share in the future but were not included in the calculation of diluted earnings per share as they are anti-dilutive for the period presented.

6. Intangible asset

The Company holds a significant balance in cryptocurrencies, as detailed below. The accounting for cryptocurrencies involves judgement, as there is currently no specific IFRS standard that directly addresses their accounting treatment.

The Company has determined that its cryptocurrency holdings meet the definition of intangible assets under IAS 38 Intangible Assets, as they are identifiable non-monetary assets without physical substance and do not represent financial instruments. Management has assessed that the cryptocurrencies are not held for sale in the ordinary course of business and therefore are not classified as inventory under IAS 2 Inventories.

Cryptocurrencies are initially recognised at cost. Subsequent measurement is performed using a fair value model where an active market exists. Given the nature of the assets and the Company’s operating strategy, all subsequent fair value movements, including gains and losses, are recognised directly in the profit and loss statement in the period in which they arise.

The assessment of whether an active market exists for a particular cryptocurrency involves judgement and considers factors such as trading volumes, bid-ask spreads, market liquidity, and the level of observable market activity.

	As at 1 May 2025	Additions	Disposals	Revaluations	As at 31 October 2025
	£	£	£	£	£
Cryptocurrencies	-	11,580,739	-	(335,383)	11,245,356
Total	-	11,580,739	-	(335,383)	11,245,356

Cryptocurrencies				Number	Fair Value as at 31 October 2025
Bitcoin (BTC)				135.02	11,245,356
Total				135.02	11,245,356

7. Investments held at fair value through profit and loss

Current (Tier 1)

	£
Cost at 30 April 2025 1	219,949
Additions	-
Disposals	(219,949)
Cost at 31 October 2025	-
Fair value loss at 30 April 2025	(2,310)
Fair value loss at 31 October 2025	(3,166)
Fair value of Investment at 30 April 2025	27,379
Fair value of Investment at 31 October 2025	-
Non – Current  (Tier 3)
Cost at 31 October 2024	250,000
Additions	-
Cost at 30 April 2025	250,000
Additions	-
Cost at 31 October 2025	250,000
Impairment at 30 April 2025 2	(250,000)
Impairment at 31 October 2025	-
Fair value loss at 30 April 2025	-
Fair value loss at 31 October 2025	-
Fair value of Investment at 30 April 2025	-
Fair value of Investment at 31 October 2025	-

1 - On 3 November 2021, the Company acquired an investment in ASX listed Blue Star Helium Limited. The investment totalled AUD $400,000 at AUD 5.6 cents per share and was part of a AUD $15 million fundraise.

The investment was initially recognised as a financial asset held at fair value through profit and loss. During the period the full investment in Blue star was sold and a realised loss of £3,166 was recorded through the profit and loss statement.

2 - During the prior financial year, the Company invested £250,000 in Vestigo Technologies, representing a 19.9% stake. At initial recognition the Company was deemed not to have significant influence or control, and the investment was therefore held at fair value and not consolidated. Given lack of information with regards to  the fair value and initial uncertainty over Vestigo’s prospects, the investment was held at cost. However, during the year ended 30 April 2025, a combination of geopolitical uncertainty and a material shareholder dispute has significantly undermined the outlook for the investment. In accordance with IAS 36 – Impairment of Assets, a formal impairment assessment was performed, which concluded that both fair value less costs to sell and value in use were negligible. As there is no active market, no observable transaction prices, no credible forward cash flow projections, and no viable exit strategy, the recoverable amount was determined to be £nil. As a result, the full £250,000 carrying value was impaired at  the previous year end, with the impairment recognised immediately in profit or loss as an exceptional, non-cash item.  As at 31 October 2025 the Company has not recovered any of the amount.

Accounting standards, including IFRS 13, prescribe a three-level hierarchy for fair valuing financial

instruments. The investment in Blue Star Helium Limited has been measured and recognised in the financial statements at Level 1 as the entity is publicly quoted whilst the investment in Trackimo is considered level 3. The three levels are described below:

Level 1: The fair value of financial instruments traded in active markets (such as publicly traded derivatives, and equity securities) is based on quoted market prices at the end of the reporting year. The quoted market price used for financial assets held by the Company is the current bid price. These instruments are included in level 1.

Level 2: The fair value of financial instruments that are not traded in an active market (e.g. over-the counter derivatives) is determined using valuation techniques that maximise the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is the case for unlisted equity securities.

8. Share Capital & Share Premium

		Ordinary Shares	Share Capital	Share Premium	Total
		#	£	£	£
	At 1 May 2024	23,902,500	239,025	1,004,380	1,243,405
	Movement for the year	-	-	-	-
	At 30 April 2025	23,902,500	239,025	1,004,380	1,243,405
	Share raise 1	23,902,483	239,026	239,025	478,051
	Fee shares 2	59,445,650	594,456	594,457	1,188,913
	Warrant exercise 3	200,000	2,000	26,520	28,520
	Share issue 4	9,302,326	93,023	3,906,977	4,000,000
	Share issue 5	6,451,613	64,516	935,484	1,000,000
	Share issue 6	6,060,607	60,606	939,394	1,000,000
	Share issue 7	83,725,805	837,258	5,651,491	6,488,749
	Share issue cost	-	-	(901,743)	(901,743)
	At 31 October 2025	212,990,984	2,129,910	12,395,985	14,525,895

1. On 30 May 2025 the Company issued 23,902,483 ordinary shares in the Company at 2p per share raising £478,051 in gross proceeds.
2. At the Company’s General meeting on 18^th June 2025 59,445,650 shares were issued at 2p to settle historic liabilities with suppliers and directors of the Company. Refer to note 9 for further information.
3. On 24 June the Company exercised 200,000 warrants in the Company at an exercise price of 10p receiving gross proceeds of £20,000.
4. On 26 June 2025 the Company raised £4,000,000 in gross proceeds via the issue of 9,302,326 of ordinary shares at 43p per share.
5. On 2 July 2025 the Company raised gross proceeds of £1,000,000 via the issue of 6,451,613 shares at 15.5p per ordinary share.
6. On 14 July 2025 the Company raised gross proceeds of £1,000,000 via the issue of 6,060,607 shares at 16.5p per ordinary share.
7. On 1 August 2025 the Company raised gross proceeds of approximately £6.3 million through the issue of 80,967,741 new ordinary shares at the issue price as part of the Capital Raising. In addition, the Company issued 2,758,064 new ordinary shares at the issue price in respect to commission for funds raised under the subscription only.

9. Related Party Transactions

Provision of services:

Charlie Wood, a partner of Orana Corporate LLP, is also a director of the Company. As a result, Orana Corporate LLP is considered a related party under the applicable reporting framework due to the common directorship and influence Charlie Wood has over both entities.

Orana Corporate LLP has a service agreement with the Company for the provision of accounting, Company

secretarial and corporate finance services. In the period Orana Corporate LLP accrued £83,071 (2024: £12,000) for these services from the Company. At the general meeting on 18 June 2025, £51,356 of the amount payable was settled via the issue of 2,567,800 shares in the Company.

Issue of options:

On 18 June 2025, the Company granted options over ordinary shares of 1p each to certain directors under the Company’s Option Plan. The options were granted as part of the Company’s long-term incentive arrangements and are intended to align the interests of directors with those of shareholders.

The options had an exercise price of 17 pence per share and were subject to both service and market-based performance conditions. Vesting was dependent on the Company achieving specified five-day volume-weighted average share price hurdles and on the options reaching their respective vesting dates between 18 December 2025 and 18 December 2027. Once vested, the options would have been exercisable for a period of 36 months from the relevant vesting date.

Options granted to related parties during the period were as follows:

• Alex Appleton, Chief Executive Officer: 14,000,000 options
• Sarah Gow, Chief Operating Officer: 13,000,000 options
• Charlie Wood, Non-Executive Chairman: 4,000,000 options
• Fungai Ndoro, Non-Executive Director: 3,000,000 options

Alex Appleton and Sarah Gow resigned from the Company on 1 August 2025. In accordance with the terms of the Option Plan, all options granted to them lapsed immediately on resignation and none of these options vested or became exercisable.

No amounts were paid by the directors for the grant of these options. The fair value of the options granted has been recognised as a share-based payment expense in accordance with IFRS 2, Share-based Payment, with any unvested amounts reversed where the relevant service conditions were not satisfied.

Issue of equity

At the General Meeting held on 18 June 2025, shareholders approved the issue of ordinary shares in connection with a conditional subscription and a creditor settlement, which included the settlement of amounts owed to certain directors and related parties.

Under the creditor settlement, Fungai Ndoro and Neil Ritson, both Non-Executive Directors, each received 1,784,450 ordinary shares of 1p each in settlement of fees of £35,689, Charlie Wood, Non-Executive Chairman, received 1,611,450 ordinary shares in settlement of fees of £32,229, and Orana Corporate LLP, a related party , received 2,567,800 ordinary shares in settlement of fees of £51,356. In addition, Charlie Wood subscribed for 438,233 ordinary shares under the conditional subscription. All shares were issued on the same terms and at the same price as those issued to other participating creditors and subscribers and rank pari passu with existing ordinary shares.

10. Ultimate Controlling Party

As at 31 October 2025, there was no ultimate controlling party of the Company.

11. Post Balance Sheet Events

As at 27 January 2026 the value of the Company’s BTC holdings was £8,683,811 (USD 12,026,771).

There have been no other material events subsequent to period end.

12. Nature of the Interim Financial Statements

The Company Financial Information presented above does not constitute statutory accounts for the period under review. 

13. Approval of the Condensed Interim Financial Statements

The Condensed Interim Financial Statements were approved by the Board of Directors on 28 January 2026.

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