Shares in Valereum PLC (AQSE:VLRM, FRA:6TJ) resume trading this morning on the Aquis Growth Market after the company confirmed a sweeping recapitalisation deal with Quorium Global Photonics (QGP), providing $200 million in asset-backed notes and unlocking recurring income of nearly $16 million a year.
The transaction, which was first signalled in November, involves QGP subscribing for nearly 243.5 million new shares, amounting to a 49.9% stake in Valereum, in exchange for transferring $200 million of medium-term notes paying a 7.95% annual coupon until 2030.
The notes will generate $15.9 million per year, payable quarterly in US dollars or digital stablecoin USDC, beginning in March.
Gary Cottle, Valereum's chief executive, described the deal as a “fundamental turning point” for the business".
“We are activating an engine for growth,” he said. “This transforms our financial foundation overnight. Valereum is now a cash-flow positive company with a robust balance sheet.”
The company, which is seeking a listing on a US exchange, said the deal removed “funding risk” and would allow it to pursue its vision of becoming a major player in digital asset infrastructure, including AI-driven tokenisation and blockchain-based finance.
Valereum said it had also secured an agreement in principle for QGP to provide up to a further $1 billion to support future growth.
In connection with the deal, QGP will appoint two executive directors to Valereum’s board, subject to due diligence.
It will also participate in the company’s long-term incentive scheme, alongside management, with performance warrants vesting in tranches at share prices ranging from 20p to £1.
Warrants over 10 million shares each have also been granted to QGP managing director Pieter Scholtz and to Illiquid Assets Solutions Ltd, a related party.
Two Valereum directors (Cottle and Grant Gischen) have options to acquire a stake in Illiquid Assets, but the company said the transaction was fair and reasonable, having been reviewed by independent directors.
Valereum’s issued share capital will rise to just under 488 million shares after the new shares are admitted to trading, expected on 23 January.
James Bannon, chair of Valereum, said the deal had “de-risked” the business and removed the “burden of ongoing fundraising”, adding that the group’s next priority was securing a US listing.