Vaultz Capital plc (AQSE: V3TC) Fundraise, Directorate Change & Advisory Board

Subscription with Strategic Investor

Placing to raise £2 million

Broker Fee Shares

Directorate Change

Bitcoin Advisory Board

Vaultz Capital: From Helium to Bitcoin – A Bold Strategic Shift on AQSE

Vaultz Capital plc (AQSE: V3TC), a digital asset operating company, is pleased to announce a proposed Capital Raising (as defined below) through the issue of new ordinary shares of 1 pence each (“Ordinary Shares”) at 7.75 pence (the “Issue Price”) per share. The Company intends to raise approximately £6 million (before expenses) via the Subscription (as defined below) and Placing (as defined below) (together the “Capital Raising”) anchored by a cornerstone investment of approximately £2.6 million from Aura.

The Company has raised £4,275,000 through the subscription of 55,161,290 new ordinary shares of 1 pence each (“Ordinary Shares”) at 7.75 pence (the “Issue Price”) per share (“Subscription Shares”) to certain subscribers with the key participation of Aura Digital Limited (“Aura”) as a cornerstone strategic investor in the Company (the “Subscription”). In addition to the Subscription, the Company announces a proposed Placing (as defined below) through the issue of new Ordinary Shares at the Issue Price.

Furthermore, the Company announces changes to the composition of the Board and the establishment of a newly formed Bitcoin Advisory Board to support the Board of Directors in executing its core digital asset operating strategy and advancing the Company’s Bitcoin Treasury initiative.

Capital Raising Highlights

·    Capital Raising targeting total gross proceeds of approximately £6 million (before expenses).

·    Subscription of £4,275,000, approximately £2.6 million of which have been secured through cornerstone investment by Aura, as part of the Capital Raising.

·    This investment represents the first in a series of anticipated supportive capital raises to underpin the Company’s expansion plans.

·    Aura manages and controls assets including a significant number of Bitcoin and other crypto assets, and forms part of a major global consortium with extensive crypto sector experience, operational capabilities, and access to long-term capital to support the Company’s growth and Bitcoin treasury strategy.

Capital Raising

The Placing is being conducted by way of a placing of new Ordinary Shares (the “Placing Shares”) at the Issue Price.

Aura Ltd

Aura manages and controls assets including significant Bitcoin and other crypto assets and forms part of a major global consortium with extensive crypto sector experience, operational capabilities, and access to long-term capital to support the Company’s growth and Bitcoin Treasury strategy. Aura is directed and managed by prominent individuals including chairman David Craven and advisor Hilary Stewart Jones.

David Craven is a senior executive who has been pivotal in the expansion and exits for many recognised groups across a 30-year professional career.

David was managing director of the statutory monopoly The Tote for six years and jointly led its privatisation and was a co-founder of broadband and interactive TV media group, UPC Chello which he floated in 1999 at a valuation of $1bn. Significantly, as CEO of National Lottery operator Allwyn Entertainment Limited, he led the company, under intense regulatory scrutiny, in its successful bid to operate the fourth National Lottery Licence (4NL) and the subsequent buyout of Camelot in 2022, following a two-year bidding process. David is currently the Chair of Good Life Plc.

Hilary Stewart Jones is a practicing UK lawyer at Harris Hagan who has specialized in assisting gambling companies and associated businesses since 1995, both in house and in private practice. She headed sector teams as a partner at BLP and DLA UK LLP, where she was able to leverage an international network to help support the burgeoning multi-jurisdictional online gambling industry from 2000-2013. From 2013 to 2015 she served on the board of Playtech PLC, the LSE Main Market listed software house, becoming Deputy Chairman in 2014.

Placing

The Issue Price represents a discount of approximately 18.42 per cent. to the closing bid-price of 9.5 pence per Ordinary Share on 31 July 2025.

The final number of Placing Shares will be determined by the Bookrunners, in consultation with the Company, at the close of the Bookbuild and the result of the Placing (including the final number of Placing Shares) will be announced as soon as practicable thereafter. The timing for the close of the Bookbuild and the allocation of the Placing Shares will be determined by the Bookrunner (in consultation with the Company).

The Placing is subject to the terms and conditions set out in Appendix II to this announcement (this “Announcement”). The appendices to this announcement (the “Appendices”) forms part of this Announcement. The Capital Raising is not being underwritten.

Global Investment Strategy UK Limited (“GIS”)] and Alternative Resource Capital a trading name of Shard Capital Partners LLP (“ARC”) are acting as bookrunners (“Bookrunners” or “Brokers”) in connection with the Placing. Cairn Financial Advisers LLP (“Cairn”) is acting as AQSE Corporate Adviser to the Company in connection with the Admission (as defined below).

Appointment of Chief Executive Officer

The Company is pleased to announce the intended appointment of Erik Benz as Chief Executive Officer, subject to completion of normal regulatory due diligence. Mr. Benz is a highly experienced digital asset strategist and entrepreneur with over a decade of leadership across the crypto, Web3, fintech, and AI sectors.

Mr. Benz has played a foundational role in the development of the global digital asset economy. As an early investor in Blockchain Capital-the first venture capital fund to accept Bitcoin-he has consistently been at the forefront of sector innovation. In 2013, he co-founded GoCoin with Brock Pierce, enabling global businesses to accept cryptocurrency payments at a time of early adoption. Subsequently, he was involved in the launch of Uphold (formerly BitReserve), a multi-asset digital platform bridging crypto, fiat, and commodities. He later served as CEO of Changelly, the world’s first crypto swap exchange, which redefined digital asset accessibility on a global scale.

Mr. Benz also founded the UK Digital Currency Association to support regulatory engagement and crypto policy development. In 2023, he launched Flashy, a Web3 infrastructure platform focused on creator economies, digital identity, and cultural finance. He currently serves as a Venture Banking Partner at DNA Fund and advises a global portfolio of companies across emerging technologies.

Formation of Bitcoin Advisory Board

Vaultz Capital plc is pleased to announce the formation of a Bitcoin Advisory Board to support the Board of Directors in executing its core digital asset operating strategy and advancing the Company’s Bitcoin Treasury initiative. The Advisory Board will provide expert counsel on blockchain infrastructure, regulatory engagement, institutional market access, and long-term treasury management. Initially, the Bitcoin Treasury Board will consist of the following individuals:

Hans Henrik Hoffmeyer

Co-founder Coinify

Co-founder and former COO of Coinify, a blockchain payments platform acquired twice under his leadership. With more than 30 years’ experience in payments and fintech, Mr. Hoffmeyer has been involved in shaping European crypto regulation, including through contributions to AMLD5 and MiCA. His expertise in regulated digital asset operations will support the Company’s strategic development.

Marc Taverner
CEO and Co-Founder, XEROF

Marc Taverner brings over 30 years of global experience in the technology and blockchain sectors. He is currently the CEO and Co-Founder of XEROF, a Swiss-regulated financial services firm specialising in cryptoasset payments and treasury solutions. Marc previously served as Executive Director of INATBA, the blockchain industry’s principal trade association backed by the European Commission and Abu Dhabi Global Market, where he led policy engagement during the development of the EU’s MiCA regulation. He was also a senior executive at Bitfury, a firm in crypto mining, blockchain infrastructure, and ASIC design. His early career spans multiple successful tech ventures across internet communications and fintech.

Further details on the Placing

The Bookrunners will commence an accelerated bookbuilding process in respect of the Placing immediately following the publication of this Announcement (the “Bookbuild”).

The timing of the closing of the book and allocations are at the discretion of the Bookrunners (who will consult with the Company). Details of the final number of Placing Shares will be announced as soon as practicable after the close of the Bookbuild.

The Capital Raising Shares if issued, will be fully paid and will rank pari passu in all respects with the Existing Ordinary Shares of the Company, including the right to receive all dividends and other distributions declared, made or paid after the date of issue.

Application will be made for the Capital Raising Shares to be admitted to trading on AQSE. Settlement of the Capital Raising Shares and Admission are expected to take place on or around 8.00 a.m. on 7 August 2025.

The Placing is conditional, among other things, upon Admission becoming effective and the placing agreement between the Company, Cairn and the Brokers (the “Placing Agreement”) not being terminated in accordance with its terms. Appendix II sets out further information relating to the Bookbuild and the terms and conditions of the Placing.

Broker Fee Shares

ARC will be paid a 5% commission, to be satisfied by the issue of 2,758,064 new Ordinary Shares at the Issue Price, in respect of the funds raised under the Subscription only. This commission does not apply to funds raised under the Placing or any other part of the Capital Raising.

Background on Vaultz Capital

Vaultz Capital PLC is an operating company and intends to build a scalable, revenue-generating business through participation in the Bitcoin network infrastructure. Initially this will focus on acquiring exposure to Bitcoin hashrate via Bitcoin cloud mining.  The Company is exploring multiple routes to access hashrate, including the direct acquisition of mining hardware and indirect arrangements with established operators. These mechanisms are intended to provide the Company with ongoing exposure to Bitcoin block rewards and transaction fees, forming the core of the Company’s commercial activity. While the Company also maintains a Bitcoin treasury policy, its primary business is operational in nature, centred around infrastructure participation within the Bitcoin ecosystem.

On 29 May 2025, the Company announced its entry into a memorandum of understanding with NewQube Holdings Ltd to establish a Bitcoin Treasury function, along with a conditional fundraise of £1.2 million and a proposed name change to Vaultz Capital PLC.

Following the passing of resolutions at the General Meeting held on 18 June 2025, as previously announced, the Company:

·    has raised £6 million to date, since the General Meeting;

·    secured 20 PH/s of hashrate capacity – equivalent to approximately 200 mining units; and

·    purchased 70 Bitcoin to date.

Use of proceeds

The funds raised as part of the Capital Raising will be used to continue executing the Company’s operational business and Bitcoin Treasury Strategy. Further to the Company’s announcement of 29 May 2025, the Company intends to build a strategic position in Bitcoin over a multi-year horizon with the intention of becoming a leading corporate holder of Bitcoin. The potential support from the global consortium is expected to provide the Company with access to significant operational expertise and long-term capital to drive growth and strengthen its position within the digital asset sector.

Expected Timetable for the Capital Raising

Each of the times and dates above refer to London time and are subject to change. Any such change will be notified to Shareholders by an announcement through a Regulatory Information service.

Directorate Change

Vaultz Capital also announces that Alex Appleton, Chief Executive Officer, and Sarah Gow, Chief Operating Officer, have resigned their positions and stepped down from the Board of Directors with immediate effect. Pierre Villeneuve, Chief Financial Officer, has also resigned from the Company. The Board expresses its sincere thanks to Alex, Sarah and Pierre for their commitment and significant contributions during their tenure and wishes them every success in their future endeavours.

Charlie Wood, Chairman of Vaultz Capital plc, commented:

“We are delighted to welcome Erik to Vaultz Capital. His experience in launching and scaling digital asset platforms will be instrumental as we execute on our vision of becoming a leading Bitcoin infrastructure and treasury company. The formation of our Advisory Board – with industry leaders such as Marc Taverner and Hans Henrik Hoffmeyer – marks an exciting new chapter for Vaultz. Their expertise will greatly enhance our strategic execution and global positioning. I would like to thank Alex, Sarah and Pierre for their commitment and significant contributions during their tenure and wish them every success in their future endeavours.”

This Announcement should be read in its entirety. In particular, you should read and understand the information provided in the “Important Notices” section of this Announcement and the detailed Terms and Conditions described in the Appendices. By choosing to participate in the Placing and by making an oral and legally binding offer to acquire Placing Shares, investors will be deemed to have read and understood this announcement in its entirety (including the Appendices) and to be making such offer on the terms and subject to the conditions of the Placing, and to be providing the representations, warranties and acknowledgements contained in the Terms and Conditions.

This announcement contains inside information for the purposes of the UK Market Abuse Regulation. The Directors take responsibility for its release.

For further information please contact: