Definitive Agreement with QGP | Company Announcement

Date: 22 April 2026

FOR IMMEDIATE RELEASE (Aquis Stock Exchange: VLRM)

Valereum Plc
 (“Valereum”, “VLRM”or the “Company”)

Definitive Agreement with

Quorium Global Photonics SPC

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 an update on the status of its negotiations with Quorium Global Photonics SPC (“QGP”).

The Company has agreed terms with QGP which the Valereum Board believes will place the Company in a stronger position. The principal term of this Definitive Agreement is to replace the existing $200 million QMTN2601001 medium term notes (“QMTN”) with VGOLD-CORE tokens (underpinned by mining assets) with a valuation of approximately $279.5 million. The VGOLD-CORE tokens are to be released quarterly at $13.975m per quarter over the next five years, and be converted by reference to the LBMA gold price on each release date.

The tokens will be held in escrow until verification has been completed, alongside $279,500,000 of VGOLD-EQ tokens, the underlying equity token for the entire mining reserves within QGP.

An international accounting firm that specialises in digital assets with a global network has been engaged to lead the verification process. They will conduct a full verification and attestation of asset backing and Proof of Reserves, as well as an investment grade independent technical audit of the underlying smart contracts and robustness of the ERC-1404 implementations.

The Definitive Agreement requires that the underlying mining assets are verified in order to be activated. In the event that verification is not achieved, the QMTN will remain in situ, and the coupon previously due March 29th will become immediately due and payable (in USD or USDC).

About VGOLD Platform

The VGOLD Platform is owned and developed by Valereum. This regulatory approved tokenised gold product is supported by gold assets (VGOLD-CORE) and subject to final verification and regulatory approvals.

VGOLD-CORE is a QGP token underpinned by multi-billion dollars of production-ready, verified, in-ground gold reserves and gold bullion, forming a central gold treasury which will be verified by an independent expert, as part of the Definitive Agreement. VGOLD-CORE is represented by the ERC-1404 security token, where each token is equivalent to 1 troy ounce at the prevailing LBMA spot price. VGOLD-CORE confers no yield, dividends, profit participation, or governance rights, but will be used to provide liquidity and collateral to the VGOLD ecosystem.

Gary Cottle, CEO of Valereum Plc, commented;

“This conversion completely aligns us with QGP and the ‘mine to investor’ tokenisation ecosystem we have developed with them. We now need to focus on the verification process and monetising the significant opportunity in front of us, to regain investor confidence.”

Pieter Scholtz and Gerhard Kotzee, Directors of Valereum Plc and QGP, commented:

“This will be the final piece of the jigsaw puzzle for the mine-to-tokenisation ecosystem we have been developing. For the first time, a single financial ecosystem connects a producing gold mine, its tokenised equity and reserves, and a public capital markets distribution platform. This is not a concept. It is a live, audited, revenue-generating structure that collapses a 10-year mining finance timeline into 18 months. The mining industry faces a US$ 50 billion funding gap – hundreds of viable mines remain undeveloped because traditional finance is too slow, too dilutive, and too expensive. Tokenisation solves this by making mining assets programmable, collateralisable, and liquid years before first gold is poured”.

For further information, please contact:

The Directors of the Company accept responsibility for the contents of this announcement.

Please visit the Company’s website at www.vlrm.com

For more information, and the chance to have your questions directly answered by the management team, please head to our interactive investor hub via: Investor Hub.

IMPORTANT NOTICES

The Company holds cryptocurrencies or crypto assets in its treasury. Whilst the Board of Directors of the Company considers holding cryptocurrencies to be in the best interests of the Company, the Board remains aware that the financial regulator in the UK (the Financial Conduct Authority or FCA) considers investment in cryptocurrencies to be high risk. At the outset, it is important to note that an investment in the Company is not an investment in cryptocurrencies, either directly or by proxy and shareholders will have no direct access to the Company’s holdings. However, the Board of Directors consider cryptocurrencies to be an appropriate store of value and potential growth and therefore appropriate for the Company. Accordingly, the Company is and intends to continue to be materially exposed to cryptocurrencies.

The Company is neither authorised nor regulated by the FCA, and the purchase of certain cryptocurrencies are generally unregulated in the UK. As with most other investments, the value of cryptocurrencies can go down as well as up, and therefore the value of the Company’s cryptocurrencies holdings can fluctuate. The Company may not be able to realise its cryptocurrencies holdings for the same as it paid to acquire them or even for the value the Company currently ascribes to its cryptocurrencies positions due to market movements. Neither the Company nor investors in the Company’s shares are protected by the UK’s Financial Ombudsman Service or the Financial Services Compensation Scheme.

Cryptocurrencies may present special risks to the Company’s financial position. These risks include (but are not limited to): (i) the value of cryptocurrencies can be highly volatile, with value dropping as quickly as it can rise. Investors in cryptocurrencies must be prepared to lose all money invested in cryptocurrencies; (ii) the cryptocurrencies market is largely unregulated. There is a risk of losing money due to risks such as cyber-attacks, financial crime and counterparty failure; (iii) the Company may not be able to sell its cryptocurrencies at will. The ability to sell cryptocurrencies depends on various factors, including the supply and demand in the market at the relevant time. Operational failings such as technology outages, cyber-attacks and commingling of funds could cause unwanted delay; and (iv) crypto assets are characterised in some quarters by high degrees of fraud, money laundering and financial crime. Prospective investors in the Company are encouraged to do their own research before investing.