Announcement PDF RNS Number : 7080Q Valereum PLC 31 May 2024 The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("MAR") 31/05/2024 Valereum Plc ("Valereum" or the "Company") Agreed Subscription to Raise £2 million Directors' Dealing Valereum plc (AQSE: VLRM) is pleased to announce it has reached a new agreement to raise £2 million from its Chairman, James Formolli, through the issuance of 55,411,752 new ordinary shares of £0.001 each in the capital of the Company (the "Subscription Shares") at £0.036 per Subscription Share (the "Subscription Price") with no warrants attached (the "Subscription"). In place of issuing warrants, VLRM will attach 15,000,000 GATE Tokens, VLRM's utility token. The Subscription Price represents a discount of approximately 13% to the mid-market price of £0.04125 per share as at the time of entering into the agreement. This announcement supersedes the previous announcement made on the 20th February 2024 whereby it was announced that the Company had received a firm commitment towards initial funding of £2,500,000 (of which £300,000 has already been received as per the announcement made on 28 March 2024) at £0.06 per Ordinary Share from Valereum's Chairman, James Formolli, consisting of 41,666,666 ordinary shares being issued at £0.06 (of which 5,000,000 have been issued) and 41,666,666 warrants issued at £0.001 (of which 5,000,000 have been issued) with a lock-in period of 12 months; hence, significantly reducing shareholder dilution. The Subscription is expected to complete in the week commencing 1 July 2024 and it is unconditional. A further announcement, including information on the new total voting rights, will be made in due course when the Subscription is completed. The proceeds of the raise will be used to fund Valereum's growth across its VLRM Markets, Technology and Capital verticals. In addition, the proceeds will be used to expand the utility of GATE Token across the VLRM ecosystem. More specifically, the funding enables the strategic delivery of our shared roadmap, including developing the DFMI Bridge technology infrastructure; supporting the development of VLRM marketplace operations, including licensing applications and technology deployment; It will also allow the funding of VRLM Capital's fund structures and support the integration and expansion of GATE tokens utility and liquidity. This will be communicated to the markets over the coming weeks. Valereum remains committed to executing these strategic initiatives to drive growth and value for its shareholders. On completion of the Subscription, James Formolli's shareholding is expected to increase to 40.12%. Rule 4.6 Statement - Related Party Transaction In relation to James Formolli's investment commitment and terms, the directors (other than James Formolli) confirm that, having exercised reasonable care, skill and diligence, the related party transaction is fair and reasonable as far as the shareholders of the issuer are concerned. James Formolli, Executive Chairman of Valereum, commented: "I remain fully committed to supporting my team and am delighted to provide investment at a higher valuation than previously indicated. I strongly believe in Valereum's vision and technology, and as a part of my investment, I look forward to developing and enhancing our current Gate Token utility across VLRM's ecosystem. There are enormous opportunities to align the interests of VLRM shareholders, customers and GATE Token holders through a number of future initiatives. Nick Cowan, CEO of Valereum, commented: "This revised capital raise shows great commitment and belief from our Chairman and supports VLRM's growth path across all of its activities. As a team, we firmly believe in the significant opportunity created through tokenisation over the next decade, and as a technology solutions provider and an operator of tokenised marketplaces, we aim to create value for all stakeholders." For further information, please contact: Enquiries: Valereum Plc James Formolli, Chairman Tel: +971 4584 6284 Stanford Capital Partners Tel: 023 3650 3650 Bob Pountney Patrick Claridge AQSE Corporate Adviser First Sentinel Corporate Finance Brian Stockbridge Tel: +44 20 3855 5551 Further updates to follow in due course. 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 NOTIFICATION OF TRANSACTIONS OF DIRECTORS, PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES OR CONNECTED PERSONS 1. Details of the person discharging managerial responsibilities / person closely associated a) Name 2. Reason for the Notification a) Position/status Chairman b) Initial notification / Amendment Initial notification 3. Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor a) Name James Formolli Valereum Plc b) LEI 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 Ordinary shares of 0.1p each Identification Code GI000A1171Y8 b) Nature of the transaction Agreement to subscribe for shares, with completion to take place in the w/c 1 July 2024. c) Price(s) and volume(s) d) 213800EJ8BFEQQ9POX79 Price Volume £0.036 per Ordinary Share 55,411,752 Ordinary Shares Aggregated information: · Aggregated volume Single transaction, see details in item (c) above · Price e) Date of the transaction 31 May 2024 f) Place of the Transaction Outside a trading venue This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. 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