Member Info for Cimbom

Can't have it both ways PP by telling people that the RNS are gospel when they state facts from these with regard to say there is a potential sale from QGP. Why would there be such a clause in the agreement if there is no intent to sell? It's very unusual to include a clause that allows them to sell all their allotted shares over the same time period that VLRM hold the note?

" QGP will be subject to a "no sale" lock-in agreement until the Company is listed on Nasdaq Stock Exchange or New York Stock Exchange, except that each month up to 1.44% of such shares held by QGP may be sold, transferred, or disposed of or pledged."

Through the acquisition, Valereum has become the ultimate beneficial owner and, subject to review, will seek to build on these relationships:

· GATENet Limited (100% holding)

· GATENet Technology Limited (100% holding)

"Ramping

Building (or ramping) a position in a security through the purchase of multiple small lots causes prices to constantly increase. This artificially inflates the market"

"To further incentivise and reward the Valereum workforce for delivering growth in market capitalisation, a market capitalisation performance incentive has been approved whereby options amounting to 5% of the outstanding shares in issue will be awarded if the Company achieves each of the market capitalisations as follows:

● £50,000,000 Market Capitalisation

● £100,000,000 Market Capitalisation

● £150,000,000 Market Capitalisation

● £200,000,000 Market Capitalisation

In each case for a consecutive period of 10 days"

Sadly fell short at closing just under £50M yesterday after 8 days

Needs to close above 10p for the rest of the week or the boards upcoming £2M+ of free share awards is invalid even with the massive dilution

Hopefully positive messages and lots of manipulation from their tg group with small buys will be able to keep this in play

Yes these non-binding MOU work out well for all involved

"Valereum Plc (AQSE: VLRM) is pleased to announce that it has entered into a non-binding Memorandum of Understanding ("MOU") with First Class Metals Plc. The initiative aims to explore a digital pathway for project-level funding that may:

- Unlock non-dilutive capital at the asset level"

Today

"First Class Metals PLC ("First Class Metals", "FCM" or the "Company"), the UK-listed exploration company advancing high-grade, district-scale gold opportunities in Ontario, Canada, is pleased to announce that it has entered into a new interest-free Convertible Loan Note Instrument ("CLN" or the "Convertible Loan Notes") with an international investor (the "Investor") for up to £1,000,000.

· The Convertible Loan Notes are interest-free and are convertible at the option of the Investor at a price equal to 82% of the lowest daily VWAP"

The main reason I think there is still an amount of scepticism surrounding this 'deal', is there are lots of unusual elements to it. Most companies carry out a straight equity conversion in return for cash or a longer term debt and drawdown arrangement. Here we have a paper assets being transferred between companies in return for a large amount of shares, which very strangely includes an exciting lock in clause about listing on a tier 1 stock exchange, yet strangely has a permitted selling clause that allows them to offload their entire holding in coincidentally the same amount of time that VLRM hold this asset.

After the first details emerged, the CEO represented the deal as 'they approached us as they liked what we are doing". After completing the RNS reveals that IASL have coordinated the deal and the MD is common to both companies and the VLRM CEO son is the link between companies. The VLRM CEO and another director also appears to took up an option to buy a stake on IASL during the period the deal was being negotiated, presumably whilst holding knowledge that VLRM would be issuing further millions in par value warrants to them. Withcall these connections and permitted routes to convert to shares to cash easily it's hard to see how the link of QGP liking VLRM tokenisation efforts overshadows the other benefits it gains

The mcap 12 months ago at 30p was circa £40M, today at 14p it is now circa £70M so there has been significant recognition of the progress made. Under the previous management at the highs of 70p the mcap was circa £50m

Shareholders should understand the impact of dilution on the share price. These heavily discounted and par value shares issued to the board to themselves may have helped their own investments but overall there are six times the number of shares in issue than there were under the previous management, so this will come at a cost to retail shareholders.

The last results still indicate no revenue to the company so until results issued show income that justifies the current mcap then the SP will act accordingly.

As predicted, there's the RNS to keep the options in play

Sqeeky bum time for the board, they need it trading above 10p for 10 consecutive days to extract another circa 25M shares at par value, to keep them incentivised under their LTIP. Maybe the buying power of the tg group was over estimated with the billions in funding mentioned in the RNS?

Could we see another RNS next week to steady the ship?

I would agree with you there San on valuation. There has been a significant share issue so market is in the process of correcting now these shares were admitted to trading today. Further dilution in terms of LTIP is expected to hit shortly also

With the new board appointments, fees payable etc, and with additional secured revenue. Admin expenses are likely to increase towards £3M pa based on the significant upwards trajectory of them in the last accounts. Without additional revenue from the RWA side (hopefully this delay means there are some of these listings they have previously RNS now live on VLRM markets). But based on the royalty income alone circa £60M mcap is fair based on industry PE ratios for financial services, which until other revenues flow they essentially are.

Confidence with the announcedvpermitted selling of 3.5M shares per month may be impacted and how this can be absorbed. VLRM is down 23% on just 400k shares traded

This is the usual case when a note matures, there isn't the money to settle this o it is rolled into a replacement. After 5 years QGP will have been able to have disposed of the majority of the VLRM shares under the permitted 1.44% agreement. So it returns to QGP along with the proceeds of the disposal. How much QGP can realise will depend on how much the PI are willing to support the share price against this planned sell off, as VLRM is not particularly liquid

Very strange to be announcing your company will be sold off in PR.

Don't forget the "As part of the formation of V-QGP, the Company has issued 12,595,437 Ordinary Shares of £0.001 each to QGP at par value. QGP has agreed to a full lock-up on these shares until the USD $200m R&S capital is released to Valereum". That are fully unlocked very soon? Another £1.9M that the PI will need to offset in order to maintain the SP. I think it would be difficult to transfer this level unless you have a cult following of holders that are willing to buy in order lower their high averages as the dilution and free warrants and shares that the company awards, the share count has increased five fold under the current board from the previous now

A lot to process in this deal RNS now it has been revealed, so will attempt my take on this:-

Background - QGP was registered as a company just a few months ago and Pieter Scholtz is the MD, who is also the MD of Illiquid asset solutions, which he co-founded with the VLRM CEOs son. QGP approached VLRM for the deal which is now completed after a short delay

Long term strategic Partner - "QGP has committed to being a long-term partner and strategic investor and will subscribe for 243,478,438 ordinary shares." "QGP will be subject to a "no sale" lock-in agreement until the Company is listed on Nasdaq Stock Exchange or New York Stock Exchange"

This shows they are committed for the long term, and there is the excitement of the huge listing.

"except that each month up to 1.44% of such shares held by QGP may be sold, transferred, or disposed of or pledged."

This is a strange clause, they are a long term strategic partner, but can dispose of their shares on a continuous basis? How was the 1.44% calculated, seems very specific? This would take them 5 Years and 9 Months to dispose of. Further down in the RNS:-

"These will generate an annual coupon of 7.95% on the outstanding principal, which shall be paid in USD or USDC quarterly from 29 March 2026 until its maturity on 31 December 2030. Valereum will therefore receive contracted income equivalent to USD 15.9 million per annum for the next 5 years."

Thats convienient those timescales align for the long term strategic partner. No NASDAQ or NYSE listing required for them to realise their holdings whislt VLRM hold the transferred asset.

"Valereum receives $200,000,000 of medium term notes"

Thats positive that the asset will appear on the balance sheet and provides income and can be fully verified on the accounts.

"Subject to satisfactory due diligence, QGP will appoint two executive directors to the Board"

Fortunetly QGP have two employees

"the Company agree to pay USD 100,000 to the subscriber on signing and a further USD 100,000 to be offset against first payment receivable by the Company from the QMTN."

Hefty fees and why are VLRM "paying" for this deal?

"The issue of warrants to Illiquid Assets Solutions Limited ("IASL") is a related party transaction as Gary Cottle and Grant Gischen, Directors of the Company, have an option to acquire 36% of the issued share capital of IASL (Guernsey). The Directors (excluding Gary Cottle and Grant Gischen) confirm that, having exercised reasonable care, skill and diligence, the related party transaction is fair and reasonable as far as the shareholders of the issuer are concerned."

Gary did not have this option in July when Seb got his free warrants, has this option been taken whilst Gary was in full knowledge of the deal and the millions in warrants that were to be issued to IALS?

Appointment of Aquis Corporate Adviser - Great timing just as the deal completes, didnt Guild join the tg sev

"Pieter Scholtz, Managing Director of QGP, and Illiquid Assets Solutions Limited"

The MD of QGP is also the MD of illiquid assets solutions?

The directors of the company are responsible for its announcements. The corporate advisor should review the announcements for compliance also. Over optimistic announcements are nothing new in the markets unfortunately. So shareholders should take up their concern with the board

On this occasion QGP have been issue £2.3M in shares at par value already.

How's the onboarding going with them?

Deal not completed in advised time scales

Corporate advisor quits during DD phase

Share Suspended

Share price down 50% since the start of the year.

Hope 2026 is better for shareholders

Yes, during the due diligence phase of a deal to give away half the company to a virtually unknown entity of two persons, the corporate advisor resigns without warning and not allowing time to find a replacement as normally would happen is a perfectly normal positive thing to occur