16/12/2024
Valereum
Plc
("Valereum" or the "Company")
Entry into non-binding heads
of terms for a capital raise of £13 million with DMC Markets, Inc
and acquisition of strategic assets
Exercise of
Warrants
Valereum Plc (AQSE: VLRM) is pleased
to announce that it has entered into non-binding Heads of Terms
with a cornerstone investor, DMC Markets, Inc., ("DMC") whereby
Valereum has agreed to conditionally issue and allot a total of
130,000,000 ordinary shares in the capital of VLRM with a nominal
value of GBP £0.01each ("Ordinary Shares") at an issue price per
share of GBP £0.10 ( "Subscription Shares") to DMC
Shareholders.
Subject to completion, this capital
raise from DMC, totalling £13 million, is expected to accelerate
Valereum's growth by providing additional working capital for VLRM
to expand its range of digital asset services and extend its global
reach and by funding minority investments in three strategic
digital asset companies.
Upon completion and issue of the
Subscription Shares, DMC Shareholders are expected to hold
approximately 43% of the total issued share capital of VLRM and
will have the right to nominate one member to the Board of
Directors.
DMC has agreed to transfer all
relevant rights to acquire minority stakes in three companies
operating in the digital assets sector, which on completion will
give Valereum Plc:
- Expanded
presence across Australasia, Europe, North America, and South
America, unlocking new opportunities through an integrated retail
network and access to high-growth markets.
-
Opportunities to leverage investments in Web 3
technologies and advisory services.
- Access to
accelerated adoption of proprietary innovations in DeFi, asset
securitisation, and blockchain, supported by award-winning fintech
solutions and a global network.
These investments are expected to
drive innovation, market expansion, and long-term growth for
Valereum.
Additional
Information
Completion of the contemplated
transaction with DMC is conditional on (i) customary legal,
financial, and other due diligence for a transaction of this type;
and (ii) entry into legally binding agreements which are expected
to be completed during January 2025 ("Completion"). Agreement has
been reached for the Board and Management of VLRM to lock-up 50% of
their shares held for a period of 12 months from Completion, and
the Subscription Shares will be subject to a 12 month lock-up
period from Completion, except after the initial 6-month period has
expired, the DMC Shareholders will be permitted to trade shares
with an aggregate market value not exceeding the principal amount
of their subscription. While the parties are in advanced
discussions, there can be no certainty that a binding agreement
will ultimately be reached or that the pre-conditions referred to
above will be satisfied or waived and, hence, the Company cannot
guarantee that the transaction will be completed.
Valereum CEO Nick Cowan commented:
"This potential deal represents a
significant leap forward in Valereum's strategic scaling efforts,
bolstering both our financial and technological capabilities to
seize emerging market opportunities. In DMC, we have found a truly
exceptional partner whose vision aligns seamlessly with ours,
bringing a deep skill set and a shared commitment to innovation and
growth. Together, we are poised to accelerate business expansion,
underscoring our unwavering dedication to long-term shareholder
value creation and transformative market impact."
DMC
Markets Inc Chairman Angus Mackenzie added:
"We are delighted to be joining
forces with Valereum Plc, this partnership not only validates
Valereum's leadership in RWA tokenisation but also amplifies our
shared commitment to pioneering innovations in the blockchain
industry and global capital markets. We believe this strategic
investment and partnership come at a pivotal time when the digital
landscape is undergoing a seismic shift and will unlock new
opportunities and drive significant value for our
shareholders."
The Board remains focused on
delivering sustained growth in shareholder value to its
shareholders and believes this proposed transaction deliver
multiple benefits for all of its stakeholders.
Exercise of Warrants
The Company has received notice of
exercise from a warrant holder to exercise warrants over 1,000,000
Ordinary Shares at an exercise price of £0.01 per Ordinary Share
("New Ordinary Shares"). As a result, the Company will issue
1,000,000 New Ordinary Shares to the exercising warrant
holder.
Application will be made for 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 around 20 December 2024.
Total voting rights
Following the exercises of warrants,
the Company's total number of Ordinary Shares in issue will be
172,332,349. This figure may be used by shareholders as the
denominator for the calculation to determine if 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.
Further updates will be provided as
the transaction progresses and on any other significant
announcements regarding further investments in complementary
businesses in due course.
For further information, please
contact:
Valereum Plc
James Formolli,
Chairman
Tel: +44 7938 767319
Stanford Capital
Partners
Bob Pountney
Patrick Claridge
Tel: +44 023 3650 3650
AQSE Corporate Adviser
First Sentinel Corporate
Finance
Brian Stockbridge / Gabrielle
Cordeiro
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 at www.vlrm.com