Vaultz Capital plc

(" Vaultz Capital ", " Vaultz " or the " Company ")

 

Director / PDMR Shareholding

Vaultz Capital announces that it was informed on 22 May 2026 that Fungai Ndoro, Non-Executive Director, sold 871,305 ordinary shares in the Company, representing 0.04 per cent. of the Company's issued ordinary share capital, at a price of 2.30 pence per share on 21 May 2026. On the same day, Ms. Ndoro repurchased 871,305 ordinary shares in the Company at an average price of 2.303 pence per share through an Individual Savings Account (ISA) in her name.

Following these transactions, Ms. Ndoro's beneficial interest remains unchanged at 1,784,450 ordinary shares being 0.84 per cent. of the Company's issued share capital.

Further details are set out in the Notification of Dealing Form below.

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:

 

Vaultz Capital plc Charlie Wood	+44 (0) 20 3475 6834
Cairn Financial Advisers LLP (AQSE Corporate Adviser) Liam Murray / Ludovico Lazzaretti / James Western	+44 (0)20 7213 0880
Global Investment Strategy UK Limited (Broker) Callum Hill	+44 (0)20 7048 9000

 

About Vaultz Capital plc

The Company 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.

 

Important Notices

 

The Company intends to hold treasury reserves and surplus cash in Bitcoin. Bitcoin is a type of cryptocurrency or crypto assets. Whilst the Board of Directors of the Company considers holding Bitcoin 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 Bitcoin to be high risk. At the outset, it is important to note that an investment in the Company is not an investment in Bitcoin, either directly or by proxy and shareholders will have no direct access to the Company's holdings. However, the Board of Directors of the Company consider Bitcoin to be an appropriate store of value and potential growth and therefore appropriate for the Company's reserves. Accordingly, the Company is and intends to continue to be materially exposed to Bitcoin. Such an approach is innovative, and the Board of Directors of the Company wish to be clear and transparent with prospective and actual investors in the Company on the Company's position in this regard.

 

The Company is neither authorised nor regulated by the FCA, and the purchase of certain cryptocurrencies (such as Bitcoin) are generally unregulated in the UK. As with most other investments, the value of Bitcoin can go down as well as up, and therefore the value of the Company's Bitcoin holdings can fluctuate. The Company may not be able to realise its Bitcoin holdings for the same as it paid to acquire them or even for the value the Company currently ascribes to its Bitcoin 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.

 

 

Nevertheless, the Board of Directors of the Company has taken the decision to invest in Bitcoin, and in doing so is mindful of the special risks Bitcoin presents to the Company's financial position. These risks include (but are not limited to): (i) the value of Bitcoin can be highly volatile, with value dropping as quickly as it can rise. Investors in Bitcoin must be prepared to lose all money invested in Bitcoin; (ii) the Bitcoin 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 Bitcoin at will. The ability to sell Bitcoin 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 comingling of funds could cause unwanted delay; and (iv) cryptoassets are characterised in some quarters by high degrees of fraud, money laundering and financial crime. In addition, there is a perception in some quarters that cyber-attacks are prominent which can lead to theft of holdings or ransom demands. Prospective investors in the Company are encouraged to do your own research before investing.

 

 

Notification and public disclosure of transactions by persons discharging managerial   responsibilities and persons closely associated with them

 

1	Details of the persons discharging managerial responsibilities / person closely associated
a)	Name	Fungai Ndoro
2	Reason for the notification
a)	Position/Status	Non-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	Vaultz Capital plc
b)	LEI	213800FTI7HOEKR9DX55
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 0.01 pence each       GB00BLR8T846
b)	Nature of the transaction	Transfer of shares into an ISA
c)	Price(s) and volume(s)	Sold: 871,305 at 2.30 pence per share   Purchased: 868,405 at 2.3029 pence per share                                2,900 at 2.35 pence per share
d)	Aggregated information   -             Aggregated volume   -             Price	As above     As above
e)	Date of transaction	21 May 2026
f)	Place of transaction	AQSE