Proposed Strategic Integration and Coupon Payment

Valereum PLC

31 March 2026

 

Date: 31 March 2026

FOR IMMEDIATE RELEASE (Aquis Stock Exchange: VLRM)

Valereum Plc

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

Proposed Strategic Integration and First Coupon Payment

Launch of VGOLD Token and Related Party Transaction

Valereum Plc (AQSE: VLRM), the digital markets infrastructure company focused on becoming a global leader in tokenised assets, is pleased to confirm that it has entered into an exclusivity agreement with Quorium Global Photonics SPC ("QGP") aimed at deepening ties through the integration of technology and assets, and establishing a market leading platform for real-world asset (RWA) tokenisation with enhanced credibility, scale, and regulatory alignment. The Board and QGP expect to enter into a Definitive Agreement within 30 days.

The Company also announces that it has agreed the first coupon payment under the Share Subscription Agreement (the "Agreement") with QGP announced on 21 January 2026 and in respect of the US$200 million QMTN2601001 medium term notes ("QMTN") issued by V-QGP to the Company. Valereum has agreed to receive the first coupon payment of US$3.9 million in a combination of cash and VGOLD-CORE (independently valued and verified) gold-backed tokens. The cash will be payable within 5 business days and the VGOLD-CORE upon signing the Definitive Agreement.

As part of the strategic integration discussions, QGP has agreed to pledge all ordinary shares and warrants in respect of Valereum Plc (beneficially owned or held by QGP and its Directors) to the Company until payment of the VGOLD-CORE Tokens and a Definitive Agreement being concluded. If the Definitive Agreement is not executed or the coupon is not delivered, all pledged shares and warrants shall be released to the Company, and the Coupon shall be deemed satisfied in full.

Strategic Integration: Technology, Assets and Economics

The proposed integration involves combining technologies, aligning infrastructure, and integrating revenue models.

These discussions are focused on:

●    Technology Integration - Combining Valereum's digital market infrastructure with QGP's asset tokenisation capabilities to create a scalable platform for real-world asset digitisation and trading.

●    Asset Backing & Tokenisation - Expanding access to high-value underlying assets, including commodities, to support future products.

●    Profit Sharing & Economic Alignment - Establishing a unified commercial framework to align incentives and long-term value creation.

Launch of VGOLD

As a first tangible outcome of its partnership with QGP, Valereum is pleased to announce the launch of VGOLD, a regulatory approved tokenised gold product supported by gold assets (VGOLD-CORE), subject to final verification and regulatory approvals.

VGOLD will deliver regulatory compliant institutional-grade, asset-backed and yield-bearing digital products, demonstrating the Company's ability to bring large-scale RWAs onto its platform.

VGOLD-CORE is a QGP token underpinned by billions of dollars of production-ready, in-ground gold reserves and gold bullion, forming a central gold treasury which will be verified by an independent expert, as part of the Definitive Agreement. VGOLD-CORE will be a liquid fungible gold token providing the backbone of the gold ecosystem for liquidity and reserves for VGOLD.

Related Party Transaction

As Pieter Scholtz and Gerhard Kotzee are Directors of both Valereum and QGP, the 49.8% shareholder of Valereum, this Definitive Agreement is considered a related party transaction under the Aquis Growth Market Apex Rules. The Directors of Valereum (excluding Pieter Scholtz and Gerhard Kotzee) confirm that, having exercised reasonable care, skill and diligence, the related party transaction is fair and reasonable as far as the shareholders of the Valereum are concerned.

Gary Cottle, Group CEO of Valereum Plc, commented:

"The scale of the opportunity is significant. QGP invested in Valereum as they own economic interests in a handful of production-ready mining assets for which tokenisation was deemed to be viable and deliverable. We're having similar conversations with other asset owners, about leveraging technology we have created with QGP. The majority of mines are seeking funding to "unlock" their production. Our tokenisation system not only works for QGP, but can be deployed across several hundred other clients and mines in the coming years. Every tokenisation company is seeking deals like these. I anticipate that every mining company will be interested in tokenising off the back of VGOLD and VGOLD-CORE, and investors will want verified digital gold. This latest revision gives us the cash we need to deliver VGOLD into the marketplace for several clients. Swapping our initial corporate bond into VGOLD-CORE also enables us to be aligned with a liquid relevant instrument."

Pieter Scholtz, Managing Director of QGP, commented:

"Our long-term collaboration with Valereum continues to deepen as we explore broader alignment across technology and assets. We see substantial potential in combining our respective capabilities."

James Bannon, Executive Chair of Valereum Plc, added:

"With the first payment en route, we now move ahead at pace to deliver exactly as intended. Our focus is absolute: execution, momentum and clarity. My main priority is to secure our US listing and we are working at pace with our US counterparties to achieve this. That is the next major milestone, and we are fully committed to achieving it."

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

For further information, please contact:

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

Further information about VGOLD can be found on the website at: https://vgoldcore.io/

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.

 

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