RNS Number : 0571P Valereum PLC 30 June 2025 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. 30/06/25 Valereum Plc ("Valereum", "VLRM" or the "Company") Results for 12 months ended 31 December 2024 Valereum Plc (AQSE: VLRM), a company focused on unlocking capital and creating value in tokenised digital markets as both a marketplace operator and leading provider of technology solutions, is pleased to announce its results for the twelve months ended 31 December 2024. Key highlights in 2024 include: ● EBITDA of £0.4m (compared to an EBITDA loss of £0.3m in 2023) following gains from the Company's holding in Vinanz Ltd, an asset of VLRM which is listed on the main London Stock Exchange, together with negotiated reductions. ● Total assets increased to £5.0m (2023: £2.4m) due to both the increase in value of the Company's holding in Vinanz Ltd and the introduction of assets assumed from the acquisition of the GSX Group in January 2024. ● Debt reduced to nil (2023: £0.2m) following the repayment of all loans owed by the Company during the year after the £2.3m raise from the Chairman. Karl Moss, CFO of Valereum Plc, commented: "We are pleased to report a improvement in the financial performance and position of the Company in 2024, which, together with the recent increase in the value of our investment in Vinanz Ltd, puts us in a position of strength as we begin generating revenues." The Company's audited financial results for the 12-month period to 31 December 2024 can also be found at:https://investors.vlrm.com/reports-and-accounts For more information, and the chance to have your questions directly answered, please head to our interactive investor hub via:Investor Hub. For further information, please contact: Valereum Plc Peter Sekhon, Investor Relations Director Tel: +44 7938 767319 Investor Hub Engage with the company directly Fortified Securities Guy Wheatley Tel: +44 203 4117773 AQSE Corporate Adviser First Sentinel Corporate Finance Brian Stockbridge Tel: +44 20 3855 5551 The Directors of the Company accept responsibility for the contents of this announcement. For more information, please visit the Company's website atwww.vlrm.comor to engage with the Valereum Plc management team: Navigate to our Interactive Investor hub here:Sign Up Note This announcement may contain "forward-looking" statements and information relating to the Company. These statements are based on the beliefs of Company management, as well as assumptions made by and information currently available to Company management. The Company does not undertake to update forward‐looking statements or forward‐looking information, except as required by law. Chairman's Statement Year ended 31 December 2024 I am pleased to present the Chairman's Statement for Valereum Plc ("Valereum" or "the Company") and its subsidiaries (together with the Company, "the Group") for the year ended 31 December 2024. Transformation and Growth 2024 has been a transformative year for Valereum. The acquisition of the GSX Group significantly enhanced our technological capabilities and expanded our expertise in financial markets, particularly in exchange management. Valereum was proud to win the Retail Choice Award at the Aquis Showcase - proof of growing investor confidence in our strategy and positioning. This recognition shows the extent to which tokenisation is resonating within the investor community, and the impact of Valereum's focus on brand, communications, and investor engagement. During 2024, the Company entered into a binding agreement for a proposed £13 million capital raise and potential strategic partnership with DMC Markets Inc. A binding option agreement was also signed with a strategic private equity investor for a potential £2 million investment, aimed to further support expansion plans. While these deals did not eventually proceed, they showed the substantial interest in Valereum's role within the tokenised financial infrastructure environment, and its ability to attract institutional partners. El Salvador and Regulatory Milestones We achieved a major milestone by obtaining a Digital Asset Service Provider (DASP) licence from the regulator in El Salvador. This means that we can operate a Real World Asset (RWA) ecosystem in the country which is attracting global attention for its commitment to financial innovation and digital technology. Apex Admission In November 2024, Valereum was admitted to the Apex segment of the Aquis Stock Exchange Growth Market, a significant milestone and marker of our progress, improved governance standards, and mounting investor interest. Financial Performance Our financial metrics have shown marked improvement. The Company's EBITDA turned positive, reaching £0.4m in 2024, a substantial turnaround from a loss of £0.3m in 2023 reflecting our commitment to operational efficiency and strategic investments. Capital Structure and Funding Valereum secured £2.3 million in funding from myself as Company Chairman, which allowed the repayment of all outstanding debt by July 2024. This strengthened our balance sheet and gave us the necessary capital to accelerate our plans for growth. Innovation and Market Expansion Development continued on 'The Bridge', our blockchain-based digital financial markets infrastructure. The platform is designed to support the lifecycle of tokenised digital assets across various asset classes and marketplaces, and can be brought to market via licensing or strategic partnerships. Technology Partners Throughout 2024, Valereum established partnerships with leading technology providers to support the development and delivery of its digital asset infrastructure. These included: ● ● ● Tokeny - providing a white-label issuance platform to support regulated asset tokenisation; Fireblocks - offering institutional-grade wallet and custody infrastructure to enhance security and scalability; and Antier - engaged to assist in the development of Valereum's own multi-chain wallet infrastructure. Chairman's Statement (continued) Year ended 31 December 2024 These collaborations are critical for Valereum, as they ensure our platforms are built on robust, secure, and future-ready technologies as we expand globally. Valereum and its shareholders Looking to the many opportunities that are opening up, we remain focused on our vision to 'unlock capital and create value'. We're confident that we are laying the foundations for success in the coming years. I would personally like to thank our shareholders, partners, and employees for their unwavering support and dedication. James Formolli Chairman 30 June 2025 Directors' Report Year ended 31 December 2024 The Directors are delighted to present their report together with audited consolidated financial statements of Valereum Plc ("VLRM" or "the Company") and its subsidiaries (together with the Company, "the Group") for the year ended 31 December 2024. Principal activities Valereum Plc is working to unlock capital and create value in tokenised digital markets. Our activities are focused on streamlining the way value is exchanged, encompassing the development and operation of digital financial market infrastructures, providing technology solutions, and facilitating the integration of traditional and digital asset ecosystems. Results The Group's results for the year are shown in the Consolidated Statement of Total Comprehensive Income on page 19. The Directors do not recommend the payment of a dividend for the year ended 31 December 2024. Consequently, the profit for the year has been added to reserves. Business review The acquisition of the GSX Group has been pivotal in enhancing our technological infrastructure and expanding our market reach. Further development of 'The Bridge' platform signifies our commitment to innovation in the digital asset space. Additionally, our investment in Vinanz Ltd has appreciated significantly, contributing to our improved financial performance and position. In 2024, agreements have been reached with certain creditors to settle the recorded liabilities as at 31 December 2023 for reduced amounts. For further details, please refer to the Chairman's statement on page 5. Principal Risks and Uncertainties The Directors continuously monitor and assess the principal risks and uncertainties that could impact the Group's operations, financial performance, and strategic ambitions. The key areas identified are as follows: ● Regulatory Landscape: The evolving nature of regulation within the digital asset and tokenisation space, across multiple jurisdictions, presents a level of uncertainty. While the Group has achieved significant regulatory milestones (including the DASP license in El Salvador), future changes in global or local regulation could impact operational models or timelines. ● Funding and Market Sentiment: The Group is reliant on continued access to capital to support its development strategy. While significant funding was secured during 2024, including a £2.3 million investment and the signing of agreements for further capital, there remains a risk that future funding may be delayed or unavailable, particularly in volatile market conditions. ● Technology and Platform Execution: The successful delivery and commercial adoption of Valereum's RWA platform in El Salvador, and The Bridge DFMI, are key - but not critical - to future growth plans. Risks include development delays, security breaches, or failure to achieve market traction in the expected timeframes. Directors' Report Year ended 31 December 2024 Principal Risks and Uncertainties (continued) ● Partner and Strategic Dependencies: The Company continues to engage with multiple partners across product development, licensing, and investment. The success of certain initiatives depends on the performance, commitment, and contractual progress of third-party organisations, including technology partners. ● Macroeconomic and Crypto Market Volatility: As a business operating at the intersection of traditional and digital finance, Valereum is exposed to fluctuations in crypto markets, investor confidence, and broader macroeconomic uncertainty, which could affect asset valuations and investor behaviour. Funding and Capital Management The Directors wish to formally recognise the ongoing commitment and support of the Chairman, whose personal investment of £2.3 million in 2024 enabled the Company to eliminate all outstanding debts by mid-year. This backing has significantly strengthened our financial position and provided a stable platform for continued strategic execution and growth. Regulatory Developments Please refer to the Chairman's Statement on page 5. Corporate Governance We continue to uphold high standards of corporate governance, aligning with the QCA Corporate Governance Code on a comply or explain basis, with the appropriate disclosures as required by Aquis Access Rulebook. This code is available on the Group's website. On 2 February 2024, the Directors enhanced the level of compliance with the QCA Corporate Governance Code including establishing and adopted terms of reference for an Audit Committee, a Nomination Committee and a Remuneration Committee. The audit committee is comprised of James Formolli, Gary Cottle and Simon Brickles and is chaired by Simon Brickles. It is responsible for a wide range of matters including monitoring the integrity of the consolidated financial statements of the Group and any other formal announcement relating to its financial performance. It also has oversight of the relationship with the financial auditor. The nominations committee is comprised of James Formolli, Gary Cottle and Simon Brickles and is chaired by James Formolli. Its key responsibilities are to assess the skills of Directors, and to ensure succession planning for all Group Boards and Committees and identifying and selecting candidates as required. The remuneration committee is comprised of James Formolli, Gary Cottle and Simon Brickles and is chaired by Gary Cottle. It is responsible for assessing and reviewing the remuneration packages of the Directors. The remuneration policy of the Executive Directors is designed carefully to attract, retain and motivate Directors to execute effectively the strategic objectives of the Group to enhance shareholder returns. Financial risk management policies Note 16 sets out the Group's financial risk management policies for its exposure to various risks. Post balance sheet events Post balance sheet events are disclosed in note 21. Directors' Report Year ended 31 December 2024 Directors The Directors who served during the year and their remuneration was as follows: Remuneration £ James Formolli 120,000 Peter Sekhon 101,375 Nicholas Cowan 115,000 Simon Brickles 50,500 Gary Cottle 50,000 Karl Moss 108,417 545,292 In 2024, the directors claimed expenses they had incurred on behalf of the Group of £42,391 (2023: £15,346). The Directors have the following interests in the issued share capital of the Group: Number of ordinary shares James Formolli Nicholas Cowan Peter Sekhon Karl Moss 70,833,730 596,774 1,612,184 905,596 Going Concern The Directors have considered the Group's financial position, projected cash flows, and available funding lines in determining the appropriateness of preparing the financial statements on a going concern basis. Following the successful capital injection of £2.3 million in 2024 and the elimination of all convertible loans and debt financing during 2024, the Group has materially strengthened its financial position.At the end of the year, the accounts show that the Group held 27,325,171 shares in Vinanz Ltd, a listed equity investment with a value of £4,303,714 (2023: £2,322,639) based on its closing price of 15.75p per share on 31 December 2024. In addition, the Groupraised £1,000,000 of funding between May and June 2025. Together, these amounts provide the Group with working capital to create the platform for future growth. Although the Group has made operating losses of £1.7m in 2024 (2023: £2.6m), it is forecasting to generate profits in the foreseeable future. The Directors believe that the Group can continue to manage its business risks as it continues to develop quickly and have a reasonable expectation that it can continue to have operational existence for the foreseeable future and in particular the next twelve months from the date of signing these consolidated financial statements. Accordingly, the Group continues to adopt the going concern basis in preparing the consolidated financial statements. Directors' Report Year ended 31 December 2024 Events after the reporting year ● Since 31 December 2024, the Group has raised £1,000,000 of funding through the issue of 25 million ordinary shares. ● ● ● ● During April 2025, the proposed £13 million raise had increased to £19 million as part of a larger deal, however the Directors concluded that DMC was not in a position to complete the transaction in the time allotted. VLRM Markets was launched during May 2025, with a growing pipeline of issuers and buy-side participants. Due to its position in El Salvador, Valereum was part of an exclusive four-person delegation that met the U.S. Securities and Exchange Commission ("SEC") on 22 April 2025. The meeting focused on exploring collaboration opportunities, including the potential to establish a cross-border digital asset regulatory sandbox. Valereum has recently made strategic minority stake investments into the following: o May 2025 - DigiShares Inc which specialises in real estate tokenisation and operates in 40 countries. o June 2025 - Blubird Inc which provides mission-critical tools to Web3 start-ups and traditional Web 2 businesses migrating to Web3's blockchain technology. o June 2025 - Fideum Group Limited which provides turnkey, regulatory-compliant blockchain infrastructure to financial institutions, banks, and SMEs across Europe, Canada, Australia, and South America. ● In May 2025, a settlement agreement has been reached with Nicholas Cowan, director, to settle or waive any and all claims in connection with his employment or its termination, albeit formal termination has not yet been filed as the Board changes have not been formally processed. Statement regarding disclosure of information to the Auditors Each Director of the Group has confirmed that, in fulfilling their duties as a director, they are aware of no relevant audit information of which the Auditors are not aware of and that they have taken all the steps that they ought to have taken as a director to make themselves aware of any relevant audit information and to establish that the Auditors are aware of that information. This information is given and should be interpreted in accordance with the provisions of Gibraltar Companies Act 2014. Auditors The statutory auditors are RSM Audit (Gibraltar) Limited. A resolution for the reappointment of RSM Audit (Gibraltar) Limited will be put to the members at the annual general meeting. By order of the board James Formolli Director 30 June 2025 Statement of Directors' Responsibilities The Directors are responsible for preparing the Directors' Report and the consolidated financial statements in accordance with applicable law and regulations. Company law requires the Directors to prepare consolidated financial statements for each financial year, which give a true and fair view of the state of affairs and of the profit or loss of the Group for that year. In preparing those consolidated financial statements, the Directors are required to: a. b. c. d. select suitable accounting policies and then apply them consistently; make judgements and estimates that are reasonable and prudent; state whether applicable accounting standards have been followed, subject to any material departures; and prepare the consolidated financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business. The Directors are responsible for keeping proper accounting records, which disclose, with reasonable accuracy at any time, the financial position of the Group and to enable them to ensure that the consolidated financial statements comply with the requirements of the Gibraltar Companies Act 2014. Specifically, pursuant to section 248 of the Companies Act, the Directors have elected to follow International Financial Reporting Standards as adopted by the United Kingdom. The Directors are also responsible for safeguarding the assets of the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. The Directors are responsible for the maintenance and integrity of the corporate consolidated financial statements included on the Group's website. Legislation in Gibraltar governing the preparation and dissemination of accounts may differ from legislation in other jurisdictions. James Formolli Director 30 June 2025 INDEPENDENT AUDITORS' REPORT To the shareholders of Valereum Plc Report on the audit of the consolidated financial statements Opinion We have audited the consolidated financial statements of Valereum Plc ("the Company") and its subsidiaries ("the Group"), which comprise the consolidated and company statements of financial position as at 31 December 2024, and the consolidated statement of total comprehensive income, consolidated statement of changes in equity, and consolidated statement of cash flows for the year then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies. In our opinion, the accompanying financial statements: · give a true and fair view of the state of the Group's and Company's affairs as at 31 December 2024 and of the Group profit and cash flows for the year then ended; · have been properly prepared in accordance with International Financial Reporting Standards as adopted in the United Kingdom ("IFRS") and · have been prepared in accordance with Companies Act 2014 and other applicable legislation. Basis for opinion We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the International Ethics Standards Board for Accountants Code of Ethics for Professional Accountants (IESBA Code), and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Material uncertainty related to going concern The consolidated financial statements have been prepared on the assumption that the Group will continue as a going concern. As discussed in note 2 to the consolidated financial statements, the Group has accumulated losses from prior years. The going concern ability of the Group relies on a number of matters including the ability to raise further capital, realisation of its investments, and successfully develop its business. These circumstances and conditions raise doubts about the Group's ability to continue as a going concern. Management's plans are described in note 2 together with the disclosures in the Directors' Report and Chairman's Statement. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified in respect of this matter. INDEPENDENT AUDITORS' REPORT To the shareholders of Valereum Plc Report on the audit of the consolidated financial statements (continued) Material uncertainty related to going concern (continued) Other matters - Public Interest Entity Under IESBA Code revised dated September 2024, the Group, which is listed on the Aquis Stock Exchange (AQSE Growth Market), is now a Public Interest Entity based on the expanded definition of Public Interest Entity which includes a new category Publicly Traded Entity where the Group falls in. Other matters - Unaudited opening balance of GSX Group The balance prior to acquisition of the GSX Group were not audited. Thus, we have obtained necessary procedures to obtain sufficient appropriate evidence concerning the opening balance of GSX Group. Our opinion is not modified in respect of these other matters. Key Audit Matters Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we identified. These matters included those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in our opinion thereon, and we do not provide a separate opinion on these matters. INDEPENDENT AUDITORS' REPORT To the shareholders of Valereum Plc Report on the audit of the consolidated financial statements (continued) Key Audit Matters (continued) Key audit matter How our audit addressed the key audit matter Key observations communicated to the Directors Going concern assessment Our procedures in relation to management's going concern assessment included: We concluded that no further disclosures relating to the Group's ability to continue as a going concern need to be made in the financial statements. We nevertheless believe that there is material uncertainty and therefore, we included a material uncertainty related to going concern paragraph in our audit report. · · As disclosed in Note 2, the consolidated financial statements have been prepared on a going concern basis. As at 31 December 2024, the Group has net current liabilities of £1,947,252 (2023: net current liabilities of £1,971,943). In addition, the Group is at net income position during the year. For the year ended 31 December 2024, the Group also has a total profit before tax of £3,222 (2023 loss: £353,315). At the end of the year, the accounts show that the Group held cash balances totalling £19,397 (2023: £31,932). Administrative costs, excluding share-based payments expense, and impairment loss during the year, were £1,683,116 (2023: £1,526,322). This would normally indicate that Group may not be able to cover the Group's expenses for the next twelve months from the date of the approval of the consolidated financial statements. · The going concern ability of the Group relies on a number of matters including the ability to raise further capital, realisation of its investments, and successfully develop its business. · There is a risk that a material uncertainty could exist related to events or conditions · We identified that the most significant assumptions in assessing the Group's ability to continue as a going concern were its ability to raise further capital, realisation of its investments, and successfully develop its business. The calculations supporting the assessment require management to make highly subjective judgements. The assessments are based on estimates of future events and are fundamental in determining the suitability of the basis adopted for the preparation of the consolidated financial statements. We have reviewed these assumptions and calculations; · The Group's liquidity also depends on the realisation of its investments in shares in Vinanz Ltd; and · The Group relies on additional capital from potential investors and is confident that it will secure additional funding in 2025. It is noted that £1,000,000 funding has already been received post year-end. · We have reviewed the forecast and noted that profits are expected in the that, individually or collectively, may cast significant doubt on the Group's ability to continue as a going concern. · next 12 months from the date of signing of these financial statements. The Group closely monitors and manages its capital position and liquidity risk regularly throughout the year to ensure that it has sufficient funds to meet forecast cash requirements and satisfy the working capital requirements and acquisitions. Taking into account the ability of the Group to raise adequate funding, the Board of Directors is confident that the Group has access to sufficient funds to enable the Group to meet its liabilities as and when they fall due for at least the next twelve months. INDEPENDENT AUDITORS' REPORT To the shareholders of Valereum Plc Report on the audit of the consolidated financial statements (continued) Materiality The concept of materiality is fundamental to the preparation of the Group's consolidated financial statements and the audit process. Materiality is an expression of the relative significance or importance of a particular matter in the context of the consolidated financial statements as a whole. For the purposes of an audit, misstatements, including omissions, are considered to be material if they, individually or in the aggregate, could reasonably be expected to influence the economic decisions of users taken on the basis of the consolidated financial statements. Materiality is considered at both the overall financial statement level ("financial statement materiality") and, if applicable, in relation to individual account balances, classes of transactions and disclosures ("element materiality") and is used as a threshold or benchmark against which errors or differences of opinion between management and ourselves can be evaluated. The financial statement materiality calculated for the Group is £72,800 which was determined on the basis of 3% of £3,702,361. Other information The directors are responsible for the other information. The other information comprises the information included in the annual report, but does not include the consolidated financial statements and our auditor's report thereon. Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon. In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Responsibilities of the directors for the consolidated financial statements The directors are responsible for the preparation of consolidated financial statements that give a true and fair view in accordance with applicable law in Gibraltar and IFRS, and for such internal controls as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the consolidated financial statements, the directors are responsible for assessing the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so. Auditor's responsibilities for the audit of the consolidated financial statements Ou