Announcement PDF RNS Number : 8164X Valereum PLC 22 December 2023 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") 22/12/2023 Valereum Plc ("Valereum" or the "Company") Acquisition of Valereum Collections Ltd and AGM Update Valereum Plc (AQUIS: VLRM), the Gibraltar technology group, is pleased to announce that Valereum now owns 100% of Valereum Collections Ltd. The acquisition of the minority shareholding of Valereum Collections Ltd ensures Valereum Plc benefits from all future value generated in and obtains full control of Valereum Collections Ltd. Agreement has been reached for the minority shareholders of Valereum NFT Collections Limited (currently a 99.8% subsidiary of Valereum) to exchange their 0.2% 11,280 shares (subscribed for at £6.25 per share for a total of £70,500) for the commensurate number of shares (2,517,857) in Valereum at 2.8p per Valereum share based on the original investment. Application will be made for the listing of the new Ordinary Shares, which will rank pari passu with the existing Ordinary Shares in issue, to be admitted to trading on the AQSE Growth Market ("Admission"). Dealings are expected to commence on or about 2 January 2024 and the issue is subject only to Admission. Total Voting Rights Following Admission, the total number of Ordinary Shares in the capital of the Company on issue will be 99,162,905 with voting rights. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company's issued share capital pursuant to the Company's Articles. Related Party Transactions By virtue of James Formolli's (Chairman of the Company) shareholding of 3,200 shares in Valereum Collections Limited, James Formolli has been issued with 714,286 Ordinary Shares in Valereum. Following the issue of shares, James Formolli holds 5,614,286 Ordinary Shares in the Company, which represents approximately 5.66% of the enlarged issued share capital of the Company. Having exercised reasonable care, skill and diligence, the directors are comfortable that the transaction is fair and reasonable as far as the shareholders of the issuer are concerned. The FCA notification, made in accordance with the requirements of the UK Market Abuse Regulation, is appended below. AGM Update As previously disclosed, Valereum will be holding its AGM in the New Year, and we will be inviting all shareholders to attend to formally approve the new strategy. We will notify you of the date and location of the AGM in early January. At the AGM we will take the opportunity to update investors as follows: 3. 4. 5. 1. Meet the new board 2. Business Plan: presentation of the board's medium term plan (1-3 year cycle) which will detail the updated strategy and vision for the group, including: a. The VLRM Markets roadmap; b. The VLRM Technology roadmap including the launch of the "Bridge" c. Financial projections d. Other milestones e. Governance and compliance f. Marketing and branding (The Great Reset) g. ESOP (Employee Stock Option Plan) Financial update Update on new market listings Q&A James Formolli, Chairman stated: "Since taking over as Chairman eight weeks ago I have focused on a number of initial priorities to stabilise the ship and set our course. We've negotiated the removal of the convertible loan notes; our shares have resumed trading on Aquis; we have appointed a new CFO; we have acquired the GSX Group (including appointing a new CEO and CTO) culminating in a newly appointed Board of Directors. There are significant plans for the Company and I look forward as a team to maintaining our trajectory into 2024." The directors of the Company accept responsibility for the contents of this announcement. For more information, please visit the Company's website at Valereum.gi Enquiries: Valereum Plc James Formolli, Chairman Tel: +971 4584 6284 AQSE Corporate Adviser First Sentinel Corporate Finance Brian Stockbridge Tel: +44 20 3855 5551 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 213800EJ8BFEQQ9POX79 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 Issue of shares c) Price(s) and volume(s) Price £0.028 per Ordinary Share d) Volume 714,286 Ordinary Shares Aggregated information: · Aggregated volume 714,286 ordinary shares · Price £20,000 e) Date of the transaction 21 December 2023 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. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com. 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