Placing and Subscription Raising £1,050,000
15/05/2026 07:00
RNS Number : 4318E
Valereum PLC
15 May 2026
Date: 15 May 2026
FOR IMMEDIATE RELEASE (Aquis Stock Exchange: VLRM)
Valereum Plc
("Valereum", "VLRM" or the "Company")
Placing and Subscription Raising £1,050,000,
Issue of Warrants, Holdings in the Company and Directors' Dealing
Valereum Plc (AQSE: VLRM | OTCQB: VLRMF), a company aiming to become the global market leader in the rapidly developing tokenised digital markets sector, is pleased to announce it has raised £1,050,000 million before expenses through a placing and subscription of new Ordinary Shares of £0.001 each.
The net proceeds of the raise will be used to fund the scale-up of VLRM Markets by accelerating the conversion of its growing pipeline of issuers, and expanding distribution reach through strategic partnerships and collaborations.
Results of Placing and Subscription
The Placing has raised gross proceeds of £650,000 through the placing of 32,500,000 Placing Shares to investors at a price of £0.02 per share (the "Placing"). The Subscription has raised gross proceeds of £400,000 through the issue of 20,000,000 Subscription Shares at £0.02 per share (the "Subscription") by James Bannon, Executive Chair and Gary Cottle, CEO of the Company.
Warrant Issue
Investors will receive 1 warrant for every 2 Placing or Subscription Shares, exercisable at £0.06 per share. The warrants will vest immediately and the Placing Warrants will be exercisable over a 2 year period, while the Subscription Warrants will be exercisable over a 5 year period from the issue date.
In association with the raise, the Company has also granted warrants to advisers to subscribe for 3,500,000 new Ordinary Shares. Of these, 2,500,000 have an exercise price of £0.02 per share for a period of 5 years, with the remaining 1,000,000 at an exercise price of £0.01 per share also for a period of 5 years. In aggregate 29,750,000 warrants have been issued.
Rule 4.6 Statement - Related Party Transaction
James Bannon, a director and substantial shareholder, and Gary Cottle, a director, have each subscribed for 10,000,000 Subscription Shares and subject to Admission will hold 17.84% and 3.86% of the Company's issued share capital, respectively. Their participation in the Subscription and grant of Subscription Warrants constitutes a related party transaction under the Aquis Growth Market Apex Rules. The Directors of Valereum (excluding 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.
Admission
Application will be made for the 32,500,000 Placing Shares and 20,000,000 Subscription Shares to be admitted to trading on the Aquis Growth Market ("Admission"). The new Ordinary Shares will rank pari passu with the existing Ordinary Shares in issue. Admission is expected to occur on or around 20 May 2026.
Total Voting Rights
Conditional on Admission, the Company's total number of Ordinary Shares in issue will be 542,432,742. This figure may be used by shareholders as the denominator for the purpose of calculating whether they are required to notify the Company of their interest in, or a change to their interest in, the Company's securities pursuant to the Company's Articles.
| 1. | Details of the person discharging managerial responsibilities/person closely associated | |||||||||
| a) | Name: | James Bannon | ||||||||
| 2. | Reason for the notification | |||||||||
| a) | Position/status: | Executive Chair | ||||||||
| b) | Initial notification/Amendment: | Initial Notification | ||||||||
| 3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||||||
| a) | Name: | Valereum Plc | ||||||||
| b) | LEI: | 213800EJ8BFEQQ9POX79 | ||||||||
| 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: Identification code: | Ordinary Shares of £0.001 each GI000A2P2W41 | ||||||||
| b) | Nature of the transaction: | 1) Subscription of 10,000,000 Ordinary Shares. 2) Grant of 5,000,000 warrants | ||||||||
| c) | Price(s) and volume(s): | 1) Subscription
| ||||||||
| d) | Aggregated information: Aggregated volume: Price: | N/A (Single transaction) | ||||||||
| e) | Date of the transaction: | 14 May 2026 | ||||||||
| f) | Place of the transaction: | Outside a trading venue | ||||||||
| 1. | Details of the person discharging managerial responsibilities/person closely associated | |||||||||
| a) | Name: | Gary Cottle | ||||||||
| 2. | Reason for the notification | |||||||||
| a) | Position/status: | Chief Executive Director | ||||||||
| b) | Initial notification/Amendment: | Initial Notification | ||||||||
| 3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||||||
| a) | Name: | Valereum Plc | ||||||||
| b) | LEI: | 213800EJ8BFEQQ9POX79 | ||||||||
| 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: Identification code: | Ordinary Shares of £0.001 each GI000A2P2W41 | ||||||||
| b) | Nature of the transaction: | 1) Subscription of 10,000,000 Ordinary Shares. 2) Grant of 5,000,000 warrants | ||||||||
| c) | Price(s) and volume(s): | 1) Subscription
| ||||||||
| d) | Aggregated information: Aggregated volume: Price: | N/A (Single transaction) | ||||||||
| e) | Date of the transaction: | 14 May 2026 | ||||||||
| f) | Place of the transaction: | Outside a trading venue | ||||||||
| % of voting rights attached to shares (total of 8.A) | % of voting rights through financial instruments (total of 8.B 1 + 8.B 2) | Total of both in % (8.A + 8.B) | Total number of voting rights held in issuer | |
| Resulting situation on the date on which threshold was crossed or reached | 3.862527 | 0.000000 | 3.862527 | 10951613 |
| Position of previous notification (if applicable) | Less than 3% | 0.000000 | Less than 3% | Less than 3% |
| Class/Type of shares ISIN code(if possible) | Number of direct voting rights (DTR5.1) | Number of indirect voting rights (DTR5.2.1) | % of direct voting rights (DTR5.1) | % of indirect voting rights (DTR5.2.1) |
| GI000A2P2W41 | 10951613 | 0 | 3.862527 | 0.000000 |
| Sub Total 8.A | 10951613 | 3.862527% | ||
| Type of financial instrument | Expiration date | Exercise/conversion period | Number of voting rights that may be acquired if the instrument is exercised/converted | % of voting rights |
| Sub Total 8.B1 | ||||
| Type of financial instrument | Expiration date | Exercise/conversion period | Physical or cash settlement | Number of voting rights | % of voting rights |
| Sub Total 8.B2 | |||||
| Ultimate controlling person | Name of controlled undertaking | % of voting rights if it equals or is higher than the notifiable threshold | % of voting rights through financial instruments if it equals or is higher than the notifiable threshold | Total of both if it equals or is higher than the notifiable threshold |
| Valereum Plc Karl Moss | Tel: +44 7938 767319 Investor Hub |
| Clear Capital Bob Roberts Fortified Securities Guy Wheatley | Tel: +44 203 8696080 Tel: +44 203 4117773 |
| Aquis Corporate Adviser Guild Financial Advisory Limited Ross Andrews | E: ross.andrews@guildfin.co.uk |