Proposed Acquisition of AI Development Agency

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO OR WITHIN THE UNITED STATES, AUSTRALIA, NEW ZEALAND, SOUTH AFRICA OR JAPAN, OR ANY MEMBER STATE OF THE EEA, OR TO ANY OTHER PERSON TO WHOM, TO DO SO MIGHT CONSTITUTE A VIOLATION OF APPLICABLE LAW OR REGULATION. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

30 June 2025

Vault Ventures Plc

("Vault" or the "Company")

Heads of Terms Signed for Proposed Acquisition of AI Development Agency System7

Vault Ventures Plc (AQSE: VULT), a publicly traded technology development company focused on blockchain, AI, and augmented reality, is pleased to announce that it has signed non-binding heads of terms for the proposed acquisition of System7 Ventures Limited ("System7" or "S7").

System7 is a UK-based AI development agency focused on turning emerging technology into working products. With expertise across agentic AI systems, LLM integrations, crypto-native infrastructure, and internal automation tooling, System7 works at the cutting edge of next-generation software. The team has a track record of delivering high-impact solutions across emerging technologies, blending technical depth with fast, focused execution.

In-House Incubation Platform for AI and Crypto

Upon completion the proposed acquisition is anticipated to position System7 as Vault's dedicated in-house development and incubation arm, powering the design, prototyping, and launch of new companies across the AI and crypto space. We aim to build these ventures with a focus on speed to market and rapid commercialisation, which aligns with Vault's 3-year strategy to launch nine high-conviction incubations across its core verticals.

Key Terms

● The transaction is expected to be an all-share deal, valuing System7 at approximately £1 million.

● Nicolas Baxter, CEO of System7, to join the Board of Vault Ventures Plc.

● Lock-in provisions to apply to System7 shareholders to align long-term incentives.

Next Steps

The parties are currently conducting legal and commercial due diligence and, subject to satisfactory outcomes for both sides, will proceed to finalise a Share Purchase Agreement ("SPA"). Further updates will be provided in due course.

Chair Comment

Brian Stockbridge, Chair of Vault Ventures Plc, commented:

"Upon completion System7 will become the engine room of our AI and crypto incubation strategy. Their speed, technical depth, and ability to deliver production-ready systems make them an essential part of Vault's next phase. This move gives us permanent, in-house capability to imagine, build, and launch new ventures, fast. It's a game-changer for Vault."

About Vault Ventures Plc

Vault Ventures Plc (AQSE: VULT) is an emerging technology development company focused on blockchain, AI, and augmented reality. Through its structured incubation model and Ethereum-backed treasury strategy, Vault is building a scalable portfolio of next-generation companies. The Company is AQSE-traded in the UK and operates a regulated subsidiary in the DMCC (Dubai).

Important Notice

This announcement contains forward-looking statements which are subject to risks and uncertainties. No reliance should be placed on such statements. Completion of the proposed transaction is not guaranteed and remains subject to various conditions. This announcement does not constitute an offer of securities.

For more information, please visit the Company's website at: https://vaultplc.com/  

The Directors of the Company take responsibility for this announcement.