Full Press Release Details
Announces XRP-Focused Digital Asset Treasury Strategy and US$121 Million Private Placement Priced at US $6.05 Per Share,
Above Last Market Closing Price Under NASDAQ Rules
raise led by His Royal Highness, Prince Abdulaziz bin Turki Abdulaziz Al Saud of Saudi Arabia
Traidman, former Ripple board member and CEO of SBI Ripple Asia, has also invested and joined as Chairman of the Board of Advisors
believed to be first public company in the world executing on an XRP-focused digital asset treasury and decentralized finance
raised will be used to buy and hold XRP, building out the treasury and DeFi team, as well as for debt reduction and working capital
takeover due diligence continuing with a focus on Tembo
28 May 2025 (GLOBE NEWSWIRE) - VivoPower International PLC (Nasdaq: VVPR, the "Company") is pleased to announce
that it has reached agreement with certain investors in relation to a private capital raise priced at US$6.05 per share, above the last
market closing price of US$6.04 under Nasdaq rules. In connection therewith, the Company has entered into securities purchase agreements
(Subscription Agreement) with the investors for the purchase and sale of an aggregate of 20,000,000 ordinary shares of the Company at
a price of US$6.05 per share for aggregate gross proceeds of approximately US$121 million, before deducting placement agent fees and
other offering expenses.
The private offering was spearheaded by His
Royal Highness, Prince Abdulaziz bin Turki Abdulaziz Al Saud, Chairman of Eleventh Holding Company in Saudi Arabia with participation
from a number of other prominent digital asset industry investors, institutions, as well as the investment office of VivoPower Chairman,
VivoPower is believed to be the first publicly
listed company in the world to launch an XRP-focused digital asset treasury strategy that also encompasses the contribution to building
out the XRPL ecosystem for real-world decentralized finance blockchain solutions. XRP is expected to be one of five digital assets that
will be accumulated by the US Government as part of President Donald Trump's recently announced Strategic Bitcoin Reserve and United
States Digital Asset Stockpile.
His Royal Highness, Prince Abdulaziz bin
Turki Abdulaziz Al Saud, said: "We have been investors in the digital asset sector for a decade and have been long-term
holders of XRP. After reviewing a number of listed vehicles seeking to embrace a digital asset treasury model, we selected VivoPower
given its strategic focus on XRP and its objective to contribute to building out of the XRPL ecosystem. Furthermore, we are committed
to the long-term partnership objective that we share with Kevin Chin and his team. We are honored to be leading this capital raising
for a company that will be the first in the world executing on an XRP-focused treasury strategy. Having met with President Trump
and his leadership group during their recent visit to Saudi Arabia, we believe the timing is appropriate for digital assets and blockchain
technology to be rolled out in the Kingdom and we are delighted to be assisting VivoPower in this regard."
Executive Chairman of VivoPower, Kevin
Chin, said: "We are incredibly privileged to have His Royal Highness, Prince Abdulaziz bin Turki Abdulaziz Al Saud of Saudi
Arabia leading this transformational capital raising and are also pleased to welcome other digital asset industry investors joining in
this round. As long-term holder of XRP myself, we all share a common vision and objectives with regards to how a publicly listed XRP-focused
treasury company can be scaled for the benefit of the XRP community and VivoPower stakeholders alike. Furthermore, I am personally enthusiastic
about the multiple real-world use cases that help resolve issues such as international wire payment friction, which we have experienced
first-hand given the markets we operate in. We can see a number of potentials XRP blockchain solutions for our Tembo business and Caret
Digital businesses. By way of update, we are now accelerating to complete the spin-offs of both Tembo and Caret Digital and will continue
to engage with Energi to discuss next steps in relation to their takeover proposal."
As part of the strategic move, Adam Traidman,
former Ripple board member and co-founder of multiple blockchain ventures, is investing in the offering and joined VivoPower's
Board of Advisors as Chairman. Traidman said: "Having been involved with Ripple since its formative years, I've seen the
strength and adaptability of the XRPL ecosystem. VivoPower's initiative to become the first publicly listed company with an
XRP-centric treasury strategy is a forward-thinking move that reflects growing institutional conviction in real-world blockchain applications.
I look forward to contributing to the Company's efforts in scaling its XRP presence."
The closing of the offering is subject to
the satisfaction of certain closing conditions, including receiving approval from VivoPower's shareholders at a shareholder meeting,
to be called by the Company, and the satisfaction of other customary closing conditions. The shareholder meeting is expected to take
place on or around June 18, 2025. In addition, the consummation of the transactions contemplated hereby is conditioned upon the sale
and purchase agreements (Subscription Agreements) not having been validly terminated in accordance with its terms, which include but
are not limited to material adverse change for the Company including in relation to its securities, delisting or suspension of the Company's
shares and non-performance of obligations by either the Company or the investors.
The Company intends to use the majority of
the funds raised to accumulate XRP and establish its XRP-focused treasury operations ,as well as to contribute and invest in the XRPL
DeFi ecosystem. Funds raised will also be used to reduce debt and for general corporate purposes. The Company's evolution into
an XRP-focused digital asset treasury company reinforces the Company's objective of spinning out its current operating subsidiaries,
being Tembo (electric vehicle company) and Caret Digital (power-to-x digital asset mining company). Both are targeted to close before
the end of Q3, CY2025. In addition, the Company will continue to engage with Energi Holdings Limited ("Energi") on its takeover
proposal, but with a view to redirecting the focus of the takeover towards Tembo.
Chardan acted as the sole placement agent
in connection with the offering.
The private offering was made only to persons
other than "U.S. persons" in compliance with Regulation S under the Securities Act of 1933, as amended (the "Securities
Act"). Any securities described in this press release have not been registered under the Securities Act and may not be offered
or sold in the United States or to U.S. persons (as defined in Regulation S under the Securities Act) except in transactions registered
under the Securities Act or exempt from, or not subject to, the registration requirements of the Securities Act and applicable U.S. state
This press release does not constitute an
offer to sell, or a solicitation of an offer to buy, any securities in the United States or any other jurisdiction.
International PLC (NASDAQ: VVPR) is a publicly traded company undergoing a strategic transformation into the world's first XRP-focused
digital asset enterprise. The Company's new direction centers on the acquisition, management, and long-term holding of XRP digital
assets as part of a diversified digital treasury strategy. Through this shift, VivoPower aims to contribute to the growth and utility
of the XRP Ledger (XRPL) by supporting decentralized finance (DeFi) infrastructure and real-world blockchain applications.
founded in 2014 and listed on Nasdaq since 2016, VivoPower operates with a global footprint spanning the United Kingdom, Australia, North
America, Europe, the Middle East, and Southeast Asia. VivoPower is an award-winning global sustainable energy solutions B Corporation
company that has two business units, being Tembo and Caret Digital. Tembo is focused on electric solutions for off-road and on-road customized
and ruggedized fleet applications as well as ancillary financing, charging, battery and microgrids solutions. Caret Digital is a power-to-x
business focused on the highest and best use cases for renewable power, including digital asset mining.
communication includes certain statements that may constitute "forward-looking statements" for purposes of the U.S. federal
securities laws. Forward-looking statements include, but are not limited to, statements that refer to projections, forecasts or other
characterizations of future events or circumstances, including any underlying assumptions. The words "anticipate,"
"believe," "continue," "could," "estimate," "expect," "intends,"
"may," "might," "plan," "possible," "potential," "predict," "project,"
"should," "would" and similar expressions may identify forward-looking statements, but the absence of these words
does not mean that a statement is not forward-looking. Forward-looking statements may include, for example, statements about the achievement
of performance hurdles, or the benefits of the events or transactions described in this communication and the expected returns therefrom.
These statements are based on VivoPower's management's current expectations or beliefs and are subject to risk, uncertainty,
and changes in circumstances. Actual results may vary materially from those expressed or implied by the statements herein due to changes
in economic, business, competitive and/or regulatory factors, and other risks and uncertainties affecting the operation of VivoPower's
business. These risks, uncertainties and contingencies include changes in business conditions, fluctuations in customer demand, changes
in accounting interpretations, management of rapid growth, intensity of competition from other providers of products and services, changes
in general economic conditions, geopolitical events and regulatory changes, and other factors set forth in VivoPower's filings
with the United States Securities and Exchange Commission. The information set forth herein should be read in light of such risks. VivoPower
is under no obligation to, and expressly disclaims any obligation to, update or alter its forward-looking statements whether as a result
of new information, future events, changes in assumptions or otherwise.