VVV Resources Limited (AQUIS: VVV) has announced a transformative strategic shift, underpinned by a £1,000,000 underwritten subscription from Campana Investments Limited, a Guernsey-based entity controlled by David Rowland. This financial injection is designed to pivot the company's focus towards the burgeoning sports services sector, marking a significant departure from its previous operations.

Key Highlights of the Restructuring:

• Underwritten Subscription: A minimum £1 million investment by Campana Investments Limited will provide crucial capital to facilitate the strategic refocus.
• Board Changes: Jonathan Rowland and Richard Morecroft have been appointed as Non-Executive Directors, effective immediately. Their expertise is expected to provide valuable guidance during this transition.
• Debt-for-Equity Swap: Subject to shareholder approval at the upcoming Annual General Meeting (AGM) and an agreement with creditors of R8 Capital Investments PLC (a company closely associated with David and Jonathan Rowland), VVV will assume approximately £2.5 million of R8’s outstanding debt. In exchange, R8's creditors will receive newly issued shares in VVV at a price of 1 pence per share. VVV will also receive 2,619,782 ordinary shares in R8 as part of this arrangement.
• Name Change: The company proposes to change its name to VVV Sports Limited, reflecting its new strategic direction.

Subscription Details:

The £1,000,000 subscription is structured in two tranches:

• Initial Subscription: An unconditional subscription of £100,000 for 10,000,000 new ordinary shares at 1 pence per share.
• Conditional Subscription: A conditional subscription of £900,000 for 90,000,000 new ordinary shares at 1 pence per share, contingent upon the passing of relevant resolutions at the AGM and the completion of the Debt for Equity Swap.

Campana will also receive warrants for each subscribed Ordinary Share, exercisable at 1.2p and valid for three years.

Use of Proceeds:

The net proceeds from the Subscriptions will initially be used for general working capital purposes before being deployed to support the company’s new investment strategy.

Reasons for the Subscription:

VVV Resources Limited faced significant financial challenges, with limited resources and substantial indebtedness. The company had struggled to raise additional capital, and its corporate advisor cautioned that continued trading could be jeopardized under the Aquis Growth Market Access Rulebook. Suspension of trading would likely have triggered immediate repayment demands from creditors. The Directors (excluding Jonathan Rowland and Richard Morecroft) believe the Subscriptions are in the best interests of the Company and its shareholders as they will allow the Company to pay down its outstanding creditors thereby maintaining its solvency and, when the underwritten Conditional Subscription is complete, importantly provide adequate working capital to fund the implementation of the Company’s proposed new strategy.

New Investment Strategy:

VVV intends to focus on the sports and entertainment sectors, with a particular emphasis on rapidly growing sports such as Padel Tennis, Pickleball, and Beach Tennis. Padel Tennis, experiencing a surge in popularity with over 25 million active players worldwide and a 26% CAGR, is a key target. Pickleball is also a focus, boasting over 13.5 million active players in the USA and a market value projected to reach $4.4 billion by 2033.

Board Appointments – Detailed:

• Jonathan Rowland: A seasoned entrepreneur and investor with extensive experience in finance, Jonathan Rowland founded Redwood Bank and Jellyworks PLC. He currently serves as Chairman and CEO of R8 Capital Investments Plc.
• Richard Morecroft: An award-winning executive with over 25 years of experience in financial services, telecoms, and media. He is a founding director of R8 Capital Investments PLC, managing the company's day-to-day operations.

Takeover Code Considerations:

Following the Initial Subscription, Campana will hold approximately 56.3% of VVV’s enlarged issued share capital. While the City Code on Takeovers and Mergers typically applies to companies with securities admitted to trading on a regulated market, it does not apply to VVV because VVV is incorporated in the British Virgin Islands. The Company did choose to incorporate certain provisions in its Articles of Association which sought to give shareholders similar protections to those afforded by the City Code when initially admitted to trading on the Aquis Growth Market, however, the Company’s existing Directors have chosen to remove those provisions with effect from 16 April 2025 (as permitted by BVI law), as given the financial state of the Company, they believe that it is in the best interests of the Company and its shareholders to proceed with the Initial Subscription without delay.

Annual General Meeting (AGM):

A circular convening the AGM will be distributed to shareholders soon. Resolutions will be proposed to approve the change in investment strategy, the name change to VVV Sports Limited, and other related matters.

Admission and Total Voting Rights:

Application has been made for the Initial Subscription Shares to be admitted to trading on the Aquis Growth Market, with dealings expected to commence on or around April 25, 2025.

Director Disclosures:

Details of current and past directorships/partnerships of Jonathan Rowland and Richard Morecroft are provided, including their previous roles at Mode Global Limited, which entered into a company voluntary arrangement with its creditors.

The Directors of the Company accept responsibility for the contents of this announcement.