Vaultz Capital Plc - Notice of GM

1 July 2026

Vaultz Capital plc

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

 

Publication of Circular and Notice of General Meeting

 

Vaultz Capital plc announces that it has today published a circular (the "Circular") convening a General Meeting to seek shareholder approval to withdraw the Company's Bitcoin policy and authority to dispose of the Company's Bitcoin holdings. The General Meeting will be held at Eccleston Yards, 25 Eccleston Place, London, United Kingdom, SW1W 9NF on 21 July 2026 at 11.00 a.m.

 

A copy of the Notice of General Meeting, associated proxy form and a letter from the Chairman has been posted to Shareholders today, and copies can be found on the Company's website at: https://www.vaultzcapital.co.uk

 

The relevant text included in the letter from the Chairman is appended below.

 

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

 

For further information please contact:

 

Caution regarding forward looking statements

Certain statements in this announcement, are, or may be deemed to be, forward looking statements. Forward looking statements are identified by their use of terms and phrases such as ''believe'', ''could'', "should" ''envisage'', ''estimate'', ''intend'', ''may'', ''plan'', ''potentially'', "expect", ''will'' or the negative of those, variations or comparable expressions, including references to assumptions. These forward looking statements are not based on historical facts but rather on the Directors' current expectations and assumptions regarding the Company's future growth, results of operations, performance, future capital and other expenditures (including the amount, nature and sources of funding thereof), competitive advantages, business prospects and opportunities. Such forward looking statements reflect the Directors' current beliefs and assumptions and are based on information currently available to the Directors.

 

APPENDIX

 

TEXT OF THE LETTER FROM THE CHAIRMAN OF THE COMPANY

 

 

Proposed Withdrawal of the Company's Bitcoin Treasury Policy

and Authority to Dispose of the Company's Bitcoin Holdings

Notice of General Meeting

 

Dear Shareholder,

 

1. Introduction

On 2 June 2026, the Company announced a fundraise of £1.0 million through a subscription for new ordinary shares at 2.2 pence per share by Regent Resources Capital Corporation, the proposed appointment of Ian Burns as a non-executive Director, and a strategic refocus under which the Company is exploring significant acquisition opportunities aligned with the UK's energy transition and digital economy, including in strategic minerals, AI and digital infrastructure, amongst other things. In that announcement, the Company indicated that, were it to undertake a significant transaction, it would re-evaluate its Bitcoin treasury policy and would seek shareholder consent prior to any substantial disposal of Bitcoin or change in its Bitcoin treasury policy.

 

Following a thorough review of the Company's current position and strategic options, the Board is considering a number of significant corporate transactions aligned with the energy transition and digital economy, including transactions in the strategic minerals, AI and digital infrastructure sectors, which the Board believe are in the best interests of the Company and its shareholders as a whole. The Board is therefore seeking shareholder approval to withdraw the Company's Bitcoin treasury policy and to dispose of the Company's Bitcoin holdings, in whole or in part at an appropriate time, as indicated in the Company's announcement of 2 June 2026.

 

The purpose of this document is to set out the background to and reasons for the proposed resolutions, to explain why the Board considers the resolutions proposed to be in the best interests of the Company and its shareholders, and to recommend that you vote in favour of the resolutions at the general meeting to be held at Eccleston Yards, 25 Eccleston Place, London, United Kingdom, SW1W 9NF on 21 July 2026 at 11.00am (the " General Meeting "), the notice of which is set out at the end of this document (the " Notice ").

 

2. Background and Current Position

Since its change of name to Vaultz Capital plc in June 2025, the Company has been pursuing a strategy centred on Bitcoin hash rate mining operations alongside the accumulation and management of a Bitcoin treasury, with the objective of generating returns for shareholders through appreciation in the value of those digital asset holdings.

 

The investment thesis underpinning the Bitcoin treasury model for publicly listed companies has, in the Board's view, materially weakened and the period of significant re-rating enjoyed by companies adopting this strategy has passed. Institutional and retail investor appetite for this category of vehicle has moderated considerably, and the sector no longer commands the valuation premiums that previously supported this approach. The Company has not been immune to this trend, and the Board does not believe that simply continuing to hold Bitcoin on the balance sheet will, of itself, restore or enhance shareholder value.

 

The Board is acutely aware that the Company's net asset value (" NAV "), which is substantially represented by its Bitcoin holdings, is not being reflected in the Company's prevailing share price. The shares continue to trade at a discount to NAV, notwithstanding the underlying value of the Company's assets. The Board has received increasing feedback from shareholders expressing concern at this discount and calling for action to address it.

 

A company whose assets are substantially linked to a single digital asset offers shareholders limited operational leverage and restricted flexibility to respond to market conditions or to pursue accretive corporate activity. The Board considers that the Company's structure and listed status are more appropriately used as a platform for active value creation rather than as a vehicle for passive Bitcoin accumulation, which investors can replicate directly or through lower-cost alternatives.

 

For the reasons set out above, the Board has unanimously concluded that continuing to pursue the Bitcoin treasury strategy as currently constituted is no longer in the best interests of the Company or its shareholders, and that the time has come to withdraw that policy and adopt a broader and more dynamic strategy capable of delivering sustainable value.

 

3. Resolution 1: Withdrawal of the Bitcoin Treasury Policy

The Board proposes to withdraw the Company's Bitcoin treasury policy so that the Company is no longer committed to the accumulation and holding of Bitcoin as its principal treasury asset. The Company is not an investing company and does not operate a formal published investment policy. Withdrawing the Bitcoin treasury policy will enable the Directors to seek out, evaluate and pursue value accretive transactions across a broad range of sectors that, in their judgement, offer a more compelling opportunity to generate value for shareholders at any given time, rather than restricting the Company's activities to a single digital asset.

 

In pursuing this strategy, the Board intends to focus principally on sectors exhibiting positive market dynamics and strong underlying fundamentals. The Board has noted in particular the current favourable environment for businesses aligned with the energy transition and digital economy, including strategic minerals, AI and digital infrastructure, which it considers to offer attractive characteristics for a potential value accretive transaction. The Board has already been approached by a number of parties in connection with potential transactions and is actively evaluating those proposals.

 

The Board will keep shareholders informed as discussions progress to a meaningful stage and will seek such further shareholder approvals as may be required in connection with any specific proposed transaction, in accordance with the AQSE Rules and other applicable regulatory requirements.

 

4. Resolution 2: Authority to Dispose of the Company's Bitcoin Holdings

The Company currently holds Bitcoin as its principal treasury asset and the Directors consider it appropriate to seek shareholder approval prior to a disposal of this holding. The Board considers that the ability to dispose of this holding, in whole or in part, and at such times and on such terms as the Directors consider appropriate, is an essential tool in implementing the Company's strategic refocus.

 

The proceeds of any such disposal would be applied by the Board at its discretion towards one or more of the following purposes:

• funding the consideration for, or costs associated with, a value accretive transaction pursued in accordance with the Company's strategic refocus;
• meeting the Company's working capital requirements and satisfying its liabilities as they fall due, pending completion of a transaction; and/or
• such other purposes as the Board considers to be in the best interests of the Company and its shareholders, having regard to the prevailing market conditions and the status of any transaction under consideration.

 

The Board is not seeking shareholder approval for the disposal of any specific quantum of Bitcoin at this time. Rather, it is seeking a standing authority to dispose of holdings at its discretion, which will enable the Board to respond efficiently to market conditions and transaction timetables without the need to convene a further general meeting each time it wishes to sell Bitcoin. The Board will exercise this authority responsibly and will update shareholders through the Company's regulatory information service as and when significant disposals are made. Any significant disposals of Bitcoin will require unanimous Board approval.

 

5. Notice of General Meeting and Summary of Resolutions

A notice convening the General Meeting to be held at Eccleston Yards, 25 Eccleston Place, London, United Kingdom, SW1W 9NF on 21 July 2026 at 11.00am at which the resolutions will be proposed is set out at the end of this document. The purpose of the General Meeting is to consider and, if thought fit, pass the resolutions summarised below, both of which are proposed as ordinary resolutions.

 

The full text of each resolution is set out in the Notice of General Meeting at the end of this document.

 

Resolution 1 - Withdrawal of the Bitcoin Treasury Policy (Ordinary Resolution)

Resolution 1 seeks approval to withdraw the Company's Bitcoin treasury policy, so that the Company is no longer committed to holding Bitcoin as its principal treasury asset and the Directors may instead pursue value accretive transactions across any sector or asset class that the Board considers appropriate.

 

Resolution 2 - Authority to Dispose of Bitcoin Holdings (Ordinary Resolution)

Resolution 2 seeks approval for the Directors to dispose of the Company's Bitcoin holdings, in whole or in part, at such times and at such prices as the Directors in their absolute discretion consider appropriate, and to apply the proceeds in furtherance of the Company's revised strategic focus or for working capital purposes, as the Board shall determine.

 

6. Action to be taken

A form of proxy for use at the General Meeting is enclosed with this document. The form of proxy should be completed and signed in accordance with the instructions thereon and returned to Share Registrars Limited at 3 The Millennium Centre, Crosby Way, Farnham, Surrey, GU9 7XX as soon as possible, but in any event so as to be received by no later than 11.00am on 17 July 2026. The completion and return of a form of proxy will not preclude shareholders from attending the General Meeting and voting in person should they so wish.

 

Alternatively, you may submit your proxy vote electronically by visiting www.shareregistrars.uk.com, clicking on the "Proxy Vote" button and then following the on-screen instructions. To be valid, your proxy appointment and instructions should reach Share Registrars by no later than 11.00am on 17 July 2026.

 

7. Recommendation

The Board believes that the resolutions contained in the Notice of General Meeting are in the best interests of the Company and its shareholders as a whole. Accordingly, the Board unanimously recommends that shareholders vote (or procure votes) in favour of each of the resolutions to be proposed at the General Meeting, as the Directors intend to do in respect of their own shareholdings in the Company, which amount to 11,725,002 ordinary shares representing, in aggregate, approximately 4.54% of the Company's issued share capital as at the close of business on the day before the date of this document.