Placing and Subscription Raising £1,050,000

Valereum PLC

15 May 2026

 

Date: 15 May 2026

FOR IMMEDIATE RELEASE (Aquis Stock Exchange: VLRM)

Valereum Plc

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

Placing and Subscription Raising £1,050,000,

Issue of Warrants, Holdings in the Company and Directors' Dealing

Valereum Plc (AQSE: VLRM | OTCQB: VLRMF), a company aiming to become the global market leader in the rapidly developing tokenised digital markets sector, is pleased to announce it has raised £1,050,000 million before expenses through a placing and subscription of new Ordinary Shares of £0.001 each.

The net proceeds of the raise will be used to fund the scale-up of VLRM Markets by accelerating the conversion of its growing pipeline of issuers, and expanding distribution reach through strategic partnerships and collaborations.

Results of Placing and Subscription

The Placing has raised gross proceeds of £650,000 through the placing of 32,500,000 Placing Shares to investors at a price of £0.02 per share (the "Placing"). The Subscription has raised gross proceeds of £400,000 through the issue of 20,000,000 Subscription Shares at £0.02 per share (the "Subscription") by James Bannon, Executive Chair and Gary Cottle, CEO of the Company.

Warrant Issue

Investors will receive 1 warrant for every 2 Placing or Subscription Shares, exercisable at £0.06 per share. The warrants will vest immediately and the Placing Warrants will be exercisable over a 2 year period, while the Subscription Warrants will be exercisable over a 5 year period from the issue date.

In association with the raise, the Company has also granted warrants to advisers to subscribe for 3,500,000 new Ordinary Shares. Of these, 2,500,000 have an exercise price of £0.02 per share for a period of 5 years, with the remaining 1,000,000 at an exercise price of £0.01 per share also for a period of 5 years. In aggregate 29,750,000 warrants have been issued.

Rule 4.6 Statement - Related Party Transaction

James Bannon, a director and substantial shareholder, and Gary Cottle, a director, have each subscribed for 10,000,000 Subscription Shares and subject to Admission will hold 17.84% and 3.86% of the Company's issued share capital, respectively. Their participation in the Subscription and grant of Subscription Warrants constitutes a related party transaction under the Aquis Growth Market Apex Rules. The Directors of Valereum (excluding James Bannon and Gary Cottle) confirm that, having exercised reasonable care, skill and diligence, the related party transactions are fair and reasonable as far as the shareholders of the issuer are concerned.

Admission

Application will be made for the 32,500,000 Placing Shares and 20,000,000 Subscription Shares to be admitted to trading on the Aquis Growth Market ("Admission"). The new Ordinary Shares will rank pari passu with the existing Ordinary Shares in issue. Admission is expected to occur on or around 20 May 2026.

Total Voting Rights

Conditional on Admission, the Company's total number of Ordinary Shares in issue will be 542,432,742. This figure may be used by shareholders as the denominator for the purpose of calculating whether they are required to notify the Company of their interest in, or a change to their interest in, the Company's securities pursuant to the Company's Articles.

1.	Details of the person discharging managerial responsibilities/person closely associated
a)	Name:	James Bannon
2.	Reason for the notification
a)	Position/status:	Executive Chair
b)	Initial notification/Amendment:	Initial Notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name:	Valereum Plc
b)	LEI:	213800EJ8BFEQQ9POX79
4.	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument: Identification code:	Ordinary Shares of £0.001 each GI000A2P2W41
b)	Nature of the transaction:	1) Subscription of 10,000,000 Ordinary Shares. 2)   Grant of 5,000,000 warrants
c)	Price(s) and volume(s):	1)   Subscription  Price(s) Volume(s) GBP 0.02 10,000,000 2)   Grant of Warrants  Price(s) Volume(s) GBP 0.06 5,000,000
d)	Aggregated information: Aggregated volume: Price:	N/A (Single transaction)
e)	Date of the transaction:	14 May 2026
f)	Place of the transaction:	Outside a trading venue

1.	Details of the person discharging managerial responsibilities/person closely associated
a)	Name:	Gary Cottle
2.	Reason for the notification
a)	Position/status:	Chief Executive Director
b)	Initial notification/Amendment:	Initial Notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name:	Valereum Plc
b)	LEI:	213800EJ8BFEQQ9POX79
4.	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument: Identification code:	Ordinary Shares of £0.001 each GI000A2P2W41
b)	Nature of the transaction:	1) Subscription of 10,000,000 Ordinary Shares. 2)   Grant of 5,000,000 warrants
c)	Price(s) and volume(s):	1)   Subscription  Price(s) Volume(s) GBP 0.02 10,000,000 2)   Grant of Warrants  Price(s) Volume(s) GBP 0.06 5,000,000
d)	Aggregated information: Aggregated volume: Price:	N/A (Single transaction)
e)	Date of the transaction:	14 May 2026
f)	Place of the transaction:	Outside a trading venue

TR-1: Standard form for notification of major holdings

1. Issuer Details

ISIN

GI000A2P2W41

Issuer Name

Valereum PLC

UK or Non-UK Issuer

Non-UK

2. Reason for Notification

An acquisition or disposal of voting rights

3. Details of person subject to the notification obligation

Name

Gary Cottle

City of registered office (if applicable)

Country of registered office (if applicable)

4. Details of the shareholder

Full name of shareholder(s) if different from the person(s) subject to the notification obligation, above

City of registered office (if applicable)

Country of registered office (if applicable)

5. Date on which the threshold was crossed or reached

14-May-2026

6. Date on which Issuer notified

14-May-2026

7. Total positions of person(s) subject to the notification obligation

	% of voting rights attached to shares (total of 8.A)	% of voting rights through financial instruments (total of 8.B 1 + 8.B 2)	Total of both in % (8.A + 8.B)	Total number of voting rights held in issuer
Resulting situation on the date on which threshold was crossed or reached	3.862527	0.000000	3.862527	10951613
Position of previous notification (if applicable)	Less than 3%	0.000000	Less than 3%	Less than 3%

8. Notified details of the resulting situation on the date on which the threshold was crossed or reached

8A. Voting rights attached to shares

Class/Type of shares ISIN code(if possible)	Number of direct voting rights (DTR5.1)	Number of indirect voting rights (DTR5.2.1)	% of direct voting rights (DTR5.1)	% of indirect voting rights (DTR5.2.1)
GI000A2P2W41	10951613	0	3.862527	0.000000
Sub Total 8.A	10951613		3.862527%

8B1. Financial Instruments according to (DTR5.3.1R.(1) (a))

Type of financial instrument	Expiration date	Exercise/conversion period	Number of voting rights that may be acquired if the instrument is exercised/converted	% of voting rights
Sub Total 8.B1

8B2. Financial Instruments with similar economic effect according to (DTR5.3.1R.(1) (b))

Type of financial instrument	Expiration date	Exercise/conversion period	Physical or cash settlement	Number of voting rights	% of voting rights
Sub Total 8.B2

9. Information in relation to the person subject to the notification obligation

2. Full chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held starting with the ultimate controlling natural person or legal entities (please add additional rows as necessary)

Ultimate controlling person	Name of controlled undertaking	% of voting rights if it equals or is higher than the notifiable threshold	% of voting rights through financial instruments if it equals or is higher than the notifiable threshold	Total of both if it equals or is higher than the notifiable threshold

10. In case of proxy voting

Name of the proxy holder

The number and % of voting rights held

The date until which the voting rights will be held

11. Additional Information

12. Date of Completion

15-May-2026

13. Place Of Completion

London

For further information, please contact:

Valereum Plc Karl Moss	Tel: [phone]  Investor Hub
Clear Capital Bob Roberts   Fortified Securities Guy Wheatley	Tel: [phone] Tel: [phone]
Aquis Corporate Adviser    Guild Financial Advisory Limited Ross Andrews	E: [e-mail]

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.

 

END