Subscription to Raise £600,000

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.

10/10/25

Valereum Plc

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

Agreed Subscription to Raise £600,000Directors' Dealing

Valereum Plc (AQSE: VLRM) is pleased to announce it has reached an agreement to raise £0.6 million comprised of £0.225 million from its Chairman, James Bannon, £0.225 million from its Group CEO, Gary Cottle, and £0.150 million from an unconnected party through the issuance of 12,000,000 new ordinary shares of £0.001 each in the capital of the Company (the "Subscription Shares") at £0.05 per Subscription Share (the "Subscription Price") (together the "Subscription").

Upon completion of the Subscription, which is expected to be take place on or before 15 November 2025, and the issuance of the 12,000,000 Subscription Shares the total number of shares in issue will increase to 243,204,304 ordinary shares.

Upon completion and in connection with the Subscription, both James Bannon and Gary Cottle will receive 2,500,000 warrants each at an exercise price of £0.50 per share and 2,500,00 warrants each at an exercise price of £1.00 per share. The unconnected party will receive 1,666,667 warrants at an exercise price of £0.50 per share plus 1,666,667 warrants at an exercise price of £1.00 per share. The Warrants will vest immediately and will be exercisable over a period of 5-year from the issue date.

The Subscription Price represents a premium of approximately 33.3% to the closing mid-market price of £0.0375 per share on 9 October 2025.

A further announcement, will be made upon completion of the Subscription including details of the new total voting rights and date of admission of the Subscription Shares to trading on the AQSE Stock Exchange.

Following completion of the Subscription, the proceeds of the raise will be used to fund the scale up of VLRM Markets through accelerating the build of an institutional-grade regulated footprint across global jurisdictions, enhancing distribution reach through strategic partnerships and collaborations, as well as expanding the utility of GATE Token across the VLRM ecosystem. Further updates will be communicated to the markets over the coming weeks.

On completion of the Subscription, James Bannon's shareholding in Valereum is expected to increase to 86,785,343 shares representing a holding of 35.7% and Gary Cottle's shareholding is expected to increase to 10,951,613 shares representing a holding of 4.50%.

Rule 4.6 Statement - Related Party Transaction

In relation to James Bannon's and Gary Cottle's investment commitment and terms, the Directors (other than 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.

James Bannon, Executive Chairman of Valereum, commented:

"I've invested a total now of over £4M of my own money into this Company with the additional £225K at a premium. This isn't about optics ~ it's about belief. I'm committed to what we're building and believe the current market valuation does not reflect the reality of where we are and the opportunities in front of us."

Gary Cottle, CEO of Valereum, commented:

"Our decision to commit further personal capital at a large premium demonstrates our strong conviction in Valereum's future. We continue to deliver on our strategic priorities, driving sustainable growth, strengthening our financial position, and building long-term value for all stakeholders."

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.  

For further information, please contact:

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

For more information, please visit the Company's website at www.vlrm.com or to engage with the Valereum management team directly by asking questions, watching video
summaries and seeing what other shareholders have to say.

Navigate to our Interactive Investor
hub here: Sign Up

IMPORTANT NOTICES

The Company holds cryptocurrencies or cryptoassets 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 comingling of funds could cause unwanted delay; and (iv) cryptoassets 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.