Valereum Plc has entered into an agreement to raise USD $200m of Royalty and Streaming (R & S) capital from Valereum QGP-SP (a special purpose segregated portfolio company in the process of being formed) ("V-QGP") and pursue a listing on a U.S. National Exchange (NASDAQ/NYSE).
In return for this commitment of USD $200,000,000 of capital (QMTN Perpetual Call Certificates), Valereum Plc will offer a stake of up 49.9% of the Company to Valereum QGP-SP, (a Segregated Portfolio Company (SP) of Quorium Global Photonics SPC 'QGP').
Valereum Plc (AQSE: VLRM) is pleased to announce that it has entered into legally binding heads of terms agreement to raise USD $200m of Royalty and Streaming (R & S) capital from Valereum QGP-SP ("V QGP").
The Company will also pursue a listing on a U.S. National Exchange (NASDAQ/NYSE).
The strategic investment unlocks significant opportunity for Valereum to:
- Accelerate the development and deployment of its crypto, blockchain and tokenisation platforms through its AI-driven Royalty and Streaming platforms
- Build out a broad-based Digital Asset Treasury (DAT) to maximise share price growth
- Advance strategic acquisitions and partnerships within regulated financial and digital ecosystems that are synergistic, complementary and compatible with AI-driven R & S protocols
- Substantially strengthen its balance sheet and liquidity position through the injection of new equity from:
- Valereum QGP-SP - USD $200m of QMTN Perpetual Call Certificates bearing $10.5m of interest each year (5.25% coupon, payable quarterly)
- the right to issue shares up to a further 10% of the share capital, to a minority strategic investor (to be confirmed in due course via separate announcement)
- the right to issue further shares on an opportunistic basis
- Expand internationally into new markets and technology verticals, consistent with our focus on AI-driven Royalty and Streaming tokenisation ecosystems and Crypto Banking & Payments, especially via "as a service" white label offerings
- Pursue a listing on a U.S. National Exchange (NASDAQ/NYSE).
Under the terms of the agreement, VALEREUM QGP-SP will: Issue USD $200m asset-backed funding Royalty and Streaming facility to support the Company's strategic growth initiatives and operational expansion.
In return for this capital commitment, the Company will grant Valereum QGP-SP a 1yr option to purchase up to a maximum 49.9% (of the prevailing share capital of the company) of Ordinary Shares in Valereum Plc, with the conversion price agreed between the Company and V-QGP, reflecting the quantum and quality of capital committed.
Upon any option conversion, the subscription for Ordinary Shares by VALEREUM QGP-SP will thus be in the form of an equity swap of USD $200,000,000 or other QGP-SP R & S secured VALEREUM QGP-SP facilities backed by an over collateralised pool of QGP-SP Royalty and Streaming mining assets. The Royalty and Streaming mining assets collateral is underwritten by Lloyds of London through International Rating Agencies such as A.M. BEST, Fitch, Moody's and S&P, with a minimum rating of at least investment grade, providing institutional validation of asset values and embedded credit default protection.
Gary Cottle, Group CEO of Valereum, comments: "The unprecedented scale of this agreement demonstrates the level of institutional belief in our strategy of uniting traditional and digital finance in a regulated framework. It gives us access to major asset-backed capital that can drive expansion, innovation and collaboration. These funds, and further debt and equity that are available working with QGP as a strategic capital partner, will be deployed to build out our Digital Asset Treasury program, a full stack Tokenisation ecosystem that has been thoroughly endorsed by QGP."
James Bannon, Executive Chairperson of Valereum, adds: "This announcement propels Valereum to the forefront of AI-driven Tokenisation. With decisive institutional backing and a U.S. National Exchange listing about to commence, we're entering a new era of scale, influence, and market leadership."
Pieter Scholtz, Managing Director, Quorium Global Photonics SPC shares: "QGP is proud to partner with Valereum (VLRM) and their exceptional team. Together, we are combining disciplined, asset-backed capital with visionary digital innovation to unlock liquidity, accelerate strategic growth, and scale the Tokenisation ecosystem responsibly. This partnership sets a new standard for market leadership and long-term value creation."
The agreement is subject to final due diligence, following the binding MoU executed on the 22nd November 2025, and expected to close within 4 weeks, after V-QGP is formed (due this week), funded, and verified independently.
V-QGP will participate in the existing LTIP scheme, subject to threshold and performance revisions, which will be announced in due course, as they will be key revenue generators and drivers.
The Company will announce a new Board structure on completion, with QGP taking 2 of the 5 Board seats, with the requisite controls, governance and oversight agreed to reflect the capital commitment.
The transaction remains subject to the completion of definitive documentation and regulatory approval, along with satisfaction of customary closing conditions.
The Board looks forward to providing further updates as the transaction progresses.
