2 June 2026

Vaultz Capital plc

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

 

Fundraise of £1.0 million, Board Changes, and Strategic Refocus

 

Vaultz Capital plc (AQSE: V3TC) announces that it has raised gross proceeds of £1.0 million through a subscription of 45,454,545 new ordinary shares of 1 pence each ("Ordinary Shares") at a price of 2.2 pence per share ("Issue Price") ("Subscription").

 

Regent Resources Capital Corporation ("RRCC") has subscribed for all of the new Ordinary Shares issued pursuant to the Subscription. RRCC is a British Virgin Island Company which invests in a range of listed and unlisted companies primarily in the mining resources sector.

 

The Issue Price is at the prevailing bid price on 1 June 2026 being the latest practicable date prior to this announcement and represents a discount of approximately 8 per cent to the Company's 20-day volume-weighted average price.

 

Board Changes

Vaultz Capital is also pleased to announce the proposed appointment of Ian Burns to the board of the Company as non-executive director, subject to standard regulatory due diligence. Ian is a fellow of both the Institute of Chartered Accountants in England & Wales and a member of STEP. He is the founder and Executive Director of Via Executive Limited, a specialist management consulting company and the managing director of Regent Mercantile Holdings Limited, a privately owned investment company. Until recently, Ian was Chairman of AIM listed SEED Innovations Limited. He is also a non-executive director of Darwin Alternative Investment Management and associated companies which manage funds investing into a range of property leisure assets, Curlew Capital Guernsey Limited, which manages funds investing into purpose built student accommodation, Cayman registered NewGen Long/Short Fund and Bermuda based Primary Commodity Fund. Ian is formerly a non-executive director and audit committee chairman of London listed River & Mercantile UK Micro Cap Ltd and Twenty Four Income Fund Limited. He is licensed by the Guernsey Financial Services Commission as a personal fiduciary.

 

 

Possible Significant Acquisitions

The Board is considering a number of significant corporate transactions aligned with the energy transition and digital economy, including strategic minerals, AI and digital infrastructure. The completion of any such a transaction would be subject to shareholder approval at a General Meeting.

 

Bitcoin in treasury policy

The Company's current intention is to substantially maintain its holding in Bitcoin.  In the event that the Company does undertake a significant transaction, it would re-evaluate its Bitcoin in treasury policy.  The Company intends to seek shareholder consent prior to any substantial disposal of Bitcoin or a change in its Bitcoin treasury policy.

 

Use of Proceeds

The proceeds of the fundraise will be applied (i) to settle outstanding trade creditors of approximately £320,000, (ii) to provide working-capital headroom, and (iii) to fund transaction-related costs in connection with the Company's pipeline of acquisition opportunities.

 

Cost Discipline and Directors' Remuneration

The Board has maintained a disciplined approach to the Company's cost base for some time.  Non-executive Directors have not drawn salaries since October 2025, a decision taken to preserve the Company's cash resources for the benefit of shareholders. The Company's ongoing overhead remains modest, and the Board intends to maintain this discipline until such time as a transaction is completed.

 

Net Asset Value

As at the date of this announcement, the Company holds 134 Bitcoin. Based on a reference Bitcoin price of US$73,653 and a GBP:USD exchange rate of 1.35, the Company's Bitcoin holdings have an indicative value of approximately £7.3 million.

 

Adjusting for the gross proceeds of the Subscription (£1.0 million) and trade creditors of approximately £320,000, the Company's unaudited net asset value following Admission is approximately £8 million, equivalent to approximately 3.1 pence per ordinary share based on the enlarged share capital.

 

At the Issue Price of 2.2 pence per share, the Company's market capitalisation following Admission is approximately £5.7 million, equivalent to a market-to-NAV multiple of approximately 0.71x. The Company's net asset value remains directly sensitive to movements in the Bitcoin price and in the GBP:USD exchange rate and will be re-stated at appropriate intervals.

 

Admission

Application has been made for the 45,454,545 new Ordinary Shares to be admitted to trading on the Aquis Growth Market, with admission expected on or around 8 June 2026 ("Admission"). The new Ordinary Shares will rank pari passu with the existing Ordinary Shares.

 

Total Voting Rights

Following Admission, the Company's issued share capital will comprise 258,445,546 Ordinary Shares of 1p each, with each share carrying the right to one vote; therefore, the total number of voting rights in the Company will be 258,445,546. This figure may be used by shareholders as the denominator for calculations by which they will determine if they are required to notify their interest in the Company, or a change to their interest in the Company, under the Financial Conduct Authority's Disclosure Guidance and Transparency Rules.

 

Charles Wood, Executive Chair of Vaultz Capital, said:  "Looking ahead, we're excited about our direction. With a strong balance sheet and new focus on strategic minerals, AI and digital infrastructure, Vaultz is positioned to capitalise on some compelling long-term opportunities and deliver value for shareholders." 

 

This announcement contains inside information for the purposes of Article 7 of the UK Market Abuse Regulation, and the Directors of the Company are responsible for the release of this announcement.

 

ENDS

 

For further information please contact:

Vaultz Capital plc Charlie Wood	[email protected]
Cairn Financial Advisers LLP (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
St Brides Partners Ltd (Financial PR) Isabel de Salis / Susie Geliher	[email protected]

 

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.