Press releases

12 March 2026 | SAINT HELIER, Jersey | CoinShares International Limited (“CoinShares”) (Nasdaq Stockholm: CS; US OTCQX: CNSRF) announced on 8 September 2025 a joint merger plan with Vine Hill Capital Investment Corp. (Nasdaq: VCIC) (“Vine Hill”) and Odysseus Holdings Limited (“Odysseus Holdings”), including a court-sanctioned scheme of arrangement under Article 125 of the Jersey Companies Law (“Scheme of Arrangement”) (such joint merger plan and the Scheme of Arrangement being together the “Transaction”). The Transaction once completed would in effect facilitate a change of listing venue for CoinShares shares from Nasdaq Stockholm to the Nasdaq Stock Market in the United States, or any other public stock market or exchange in the United States as may be agreed between CoinShares and Vine Hill.

Further to CoinShares’ announcement today that its board of directors had applied for the suspension of trading and delisting of CoinShares’ ordinary shares from Nasdaq Stockholm, Nasdaq Stockholm has now approved the suspension of trading and delisting application. The delisting of CoinShares’ ordinary shares is conditional upon the registration of the court order sanctioning the Scheme of Arrangement with the Jersey Companies Registrar. The last day of trading in CoinShares’ ordinary shares on Nasdaq Stockholm is expected to be on 20 March 2026. The suspension of trading of CoinShares’ ordinary shares on Nasdaq Stockholm is expected to take effect on 23 March 2026, and the delisting of CoinShares’ ordinary shares on Nasdaq Stockholm is expected to take effect on 31 March 2026. The aforementioned dates are indicative only and are subject to change.

About CoinShares
CoinShares is a leading global digital asset manager that delivers a broad range of financial services across investment management, trading, and securities to a wide array of clients that include corporations, financial institutions, and individuals. Founded in 2013, the firm is headquartered in Jersey, with offices in France, Stockholm, the UK, and the US. CoinShares is regulated in Jersey by the Jersey Financial Services Commission, in France by the Autorité des marchés financiers, and in the US by the Securities and Exchange Commission, National Futures Association and Financial Industry Regulatory Authority. CoinShares is publicly listed on the Nasdaq Stockholm under the ticker CS and the OTCQX under the ticker CNSRF.

About Vine Hill
Vine Hill is a special purpose acquisition company (“SPAC”) sponsored by an affiliate of Vine Hill Capital Partners and formed as part of a platform to sponsor a series of SPACs. Vine Hill completed its $220 million initial public offering in September 2024 and its stock currently trades on Nasdaq under the ticker “VCIC.” Vine Hill Capital Partners is a premier alternative investment manager dedicated to helping businesses achieve their full potential and unlocking shareholder value through leveraging the public markets.

For more information on CoinShares, please visit: https://coinshares.com
Company | +44 (0)1534 513 100 | enquiries@coinshares.com
Investor Relations | +44 (0)1534 513 100 | enquiries@coinshares.com

PRESS CONTACT

CoinSharesBenoît Pellevoizin

bpellevoizin@coinshares.com

M Group Strategic CommunicationsPeter Padovano

coinshares@mgroupsc.com

The information was submitted for publication, through the agency of the contact persons set out above, at 11:00 CET on 12 March 2026.

IMPORTANT INFORMATION

General
This communication is being made in respect of the proposed business combination (the “Business Combination” and the other transactions contemplated by the Business Combination Agreement among CoinShares, Vine Hill, Odysseus Holdings and the other parties thereto (collectively, the “Transactions”)) among Vine Hill, CoinShares and Odysseus Holdings. The information contained herein does not purport to be all-inclusive and none of Vine Hill, CoinShares, Odysseus Holdings or their respective affiliates makes any representation or warranty, express or implied, as to the accuracy, completeness or reliability of the information contained in this communication.

Additional Information and Where to Find It
Shareholders should also refer to the scheme circular in relation to the Scheme of Arrangement (“Scheme Circular”) which was announced by CoinShares on 18 February 2026, and which is available on CoinShares’ website at https://investor.coinshares.com/us-listing and Odysseus Holdings’ website at https://www.coinshares-bidco.com. The Scheme Circular contains the full terms and conditions of the Scheme of Arrangement, including, if applicable, details of how to vote in respect of the Scheme of Arrangement.

This announcement does not constitute a prospectus or a prospectus equivalent document.

In connection with the Transactions, CoinShares, Vine Hill and Odysseus Holdings have filed a Registration Statement on Form F-4 (as amended and supplemented from time to time, the “Registration Statement”) with the SEC, which includes a preliminary proxy statement of Vine Hill and a prospectus of Odysseus Holdings relating to the offer of the securities to be issued to Vine Hill’s securityholders in connection with the completion of the Business Combination (the “Proxy Statement/Prospectus”). The definitive proxy statement and other relevant documents will be mailed to Vine Hill shareholders as of the record date established for voting on the Transactions and other matters as described in the Proxy Statement/Prospectus. Vine Hill, CoinShares and/or Odysseus Holdings will also file other documents regarding the Transactions with the SEC. This communication does not contain all of the information that should be considered concerning the Transactions and is not intended to form the basis of any investment decision or any other decision in respect of the Transactions. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, SHAREHOLDERS OF VINE HILL AND OTHER INTERESTED PARTIES ARE URGED TO READ THE PRELIMINARY PROXY STATEMENT/PROSPECTUS, AND AMENDMENTS THERETO, AND, WHEN AVAILABLE, THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH VINE HILL’S SOLICITATION OF PROXIES FOR THE EXTRAORDINARY GENERAL MEETING OF ITS SHAREHOLDERS TO BE HELD TO APPROVE THE TRANSACTIONS AND OTHER MATTERS AS DESCRIBED IN THE PROXY STATEMENT/PROSPECTUS BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT VINE HILL, COINSHARES, ODYSSEUS HOLDINGS AND THE TRANSACTIONS. Investors and security holders are also able to obtain copies of the Registration Statement and the Proxy Statement/Prospectus and all other documents filed or that will be filed with the SEC by Vine Hill, CoinShares and/or Odysseus Holdings, without charge, once available, on the SEC’s website at www.sec.gov or by directing a request to: Vine Hill Capital Investment Corp., 500 E Broward Blvd, Suite 900, Fort Lauderdale, FL 33394, or upon written request to CoinShares or Odysseus Holdings at c/o CoinShares International Limited, 2nd Floor, 2 Hill Street, JE2 4UA St Helier Jersey, Channel Islands.

NEITHER THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED HEREIN, PASSED UPON THE MERITS OR FAIRNESS OF THE TRANSACTIONS OR ANY RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS COMMUNICATION. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

Participants in the Solicitation
Vine Hill, CoinShares, Odysseus Holdings and their respective directors, executive officers, certain of their shareholders and other members of management and employees may be deemed under SEC rules to be participants in the solicitation of proxies from Vine Hill’s shareholders in connection with the Transactions. You can find information about Vine Hill’s, CoinShares and Odysseus Holdings’ directors, executive officers, certain of their shareholders and other members of management and employees and their interest in Vine Hill, CoinShares and Odysseus Holdings can be found in the sections entitled “The Business Combination Proposal — Certain Interests of Vine Hill’s Directors and Officers and Others in the Business Combination” “Certain Interests of Odysseus Holdings’ Director(s) and Officers and Others in the Business Combination,” “Information about CoinShares — Human Capital,” and “Executive Compensation of CoinShares” of the Registration Statement dated March 4, 2026, which is available free of charge at the SEC’s website at www.sec.gov and at the following URL: sec.gov/Archives/edgar/data/2087587/000121390026023748/ea0258819-09.htm.

No Offer or Solicitation
The information contained in this communication is for informational purposes only and is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Transactions and shall not constitute an offer to sell or exchange, or a solicitation of an offer to buy or exchange the securities of Vine Hill, CoinShares or Odysseus Holdings, or any commodity or instrument or related derivative, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, sale or exchange would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act or an exemption therefrom. Investors should consult with their counsel as to the applicable requirements for a purchaser to avail itself of any exemption under the Securities Act.

Overseas Shareholders
The release, publication or distribution of this announcement in jurisdictions other than Jersey, the Cayman Islands, Sweden or the United States and the availability of the Scheme of Arrangement to CoinShares Shareholders who are not resident in Jersey, the Cayman Islands, Sweden or the United States, may be restricted by the laws of those jurisdictions and therefore persons into whose possession this announcement comes should inform themselves about and observe such restrictions. In particular, the ability of persons who are not resident in Jersey, the Cayman Islands, Sweden or the United States to vote their CoinShares Shares with respect to the Scheme of Arrangement at the Jersey Court Meeting, or to execute and deliver Forms of Proxy appointing another to vote at the Jersey Court Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. Further details in relation to Overseas Shareholders are contained in the Scheme Circular. Any failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Transaction disclaim any responsibility or liability for the violation of such restrictions by any person.

Unless otherwise determined by Odysseus Holdings, and permitted by applicable law and regulation, the Scheme of Arrangement will not be made available, in whole or in part, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction and no person may vote in favour of the Scheme of Arrangement by any such use, means, instrumentality or from within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. No invitation may be made to the public in the Cayman Islands to subscribe for the securities offered hereby, and this announcement and the Scheme of Arrangement may not be issued or passed to any such person. Scheme Shareholders who are in any doubt regarding such matters should consult an appropriate independent professional adviser in the relevant jurisdiction without delay.

Accordingly, copies of this announcement and all documents relating to the Transaction are not being, and must not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving such documents (including, without limitation, agents, custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in, into or from any Restricted Jurisdiction where to do so would violate the laws in that jurisdiction. Doing so may render invalid any related purported vote in respect of the Scheme of Arrangement.

Further details in relation to Overseas Shareholders are contained in the Scheme Circular.

This announcement has been prepared for the purposes of complying with Jersey, Cayman Islands, Swedish and U.S. law and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of other jurisdictions.

The Transaction shall be subject to the applicable requirements of Nasdaq Stockholm, the Takeover Rules for Nasdaq Stockholm and the Jersey Companies Law.

Forward-Looking Statements
This communication includes “forward-looking statements” with respect to Vine Hill, CoinShares and/or Odysseus Holdings within the meaning of the federal securities laws. These forward-looking statements include all statements other than statements of historical fact, including, without limitation, the timing of, and the satisfaction of closing conditions to, completion of the Transaction. The expectations, estimates and projections of the businesses of CoinShares and Vine Hill may differ from their actual results and consequently, you should not rely on these forward-looking statements as predictions of future events. In some cases, you can identify forward-looking statements by terminology such as “according to estimates”, “anticipates”, “assumes”, “believes”, “could”, “estimates”, “expects”, “forecasts”, “intends”, “is of the opinion”, “may”, “plans”, “potential”, “predicts”, “projects”, “targets”, “to the knowledge of”, “should”, “will”, “would”, or the negatives of these terms, variations of them or similar terminology, although not all forward-looking statements contain such identifying words.

Such forward-looking statements are subject to risks, uncertainties, and other factors which may adversely affect CoinShares’ and Odysseus Holdings’ ability to implement and achieve their plans and objectives set out in such forward-looking statements and which may cause actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding CoinShares’ and Odysseus Holdings’ present and future policies and plans and the environment in which CoinShares and Odysseus Holdings will operate in the future. Many actual events or circumstances are outside of the control of CoinShares, Odysseus Holdings or Vine Hill. Furthermore, certain forward-looking statements are based on assumptions or future events which may not prove to be accurate, and no reliance whatsoever should be placed on any forward-looking statements in this communication. Factors that may cause such differences include, but are not limited to: (1) the Transactions not being completed in a timely manner or at all, which may adversely affect the price of Vine Hill’s and/or CoinShares’ securities; (2) the Transactions not being completed by Vine Hill’s business combination deadline; (3) failure by the parties to satisfy the conditions to the consummation of the Transactions, including the approval of Vine Hill’s and CoinShares’ shareholders and obtaining the requisite Acts of the Royal Court of Jersey; (4) failure to realize the anticipated benefits of the Transactions, which may be affected by, among other things, competition, the ability of CoinShares and Odysseus Holdings to grow and manage growth profitably, build or maintain relationships with customers and retain management and key employees, capital expenditures, requirements for additional capital and timing of future cash flow provided by operating activities and the demand for digital assets, including cryptocurrencies and blockchain-related alternative investments, including those offered by, or underlying those offered by, CoinShares and Odysseus Holdings; (5) the level of redemptions by Vine Hill’s public shareholders which will reduce the amount of funds available for CoinShares and Odysseus Holdings to execute on their business strategies and may make it difficult to obtain or maintain the listing or trading of Odysseus Holdings ordinary shares on a major securities exchange; (6) failure of Odysseus Holdings to obtain or maintain the listing of its securities on any securities exchange after the closing; (7) costs related to the Transactions and as a result of Odysseus Holdings becoming a public company that may be higher than currently anticipated; (8) changes in business, market, financial, political and regulatory conditions; (9) volatility and rapid fluctuations in the market prices of digital assets, including cryptocurrencies and blockchain-related alternative investments, including those offered by, or underlying those offered by, CoinShares and/or Odysseus Holdings; (10) failure of CoinShares’ and/or Odysseus Holdings’ digital asset investment products to track their respective target benchmarks; (11) regulatory or other developments that negatively impact demand for the products and services provided by CoinShares and/or Odysseus Holdings; (12) the outcome of any event, change or other circumstance that could give rise to the inability to consummate the Business Combination; (13) the outcome of any legal proceedings that may be instituted against Vine Hill, CoinShares, Odysseus Holdings and/or any of their respective affiliates or others; (14) changes to the proposed structure of the Business Combination that may be required or appropriate as a result of applicable laws or regulations; (15) the risk that the Business Combination disrupts current plans and operations of Vine Hill and/or CoinShares as a result of the announcement and consummation of the Business Combination; (16) treatment of digital assets, including cryptocurrencies and blockchain-related alternative investments, including those offered by, or underlying those offered by, CoinShares and/or Odysseus Holdings, for U.S. and foreign tax purposes; (17) challenges in implementing CoinShares and/or Odysseus Holdings’ business plan due to operational challenges, significant competition and regulation; (18) being considered to be a “shell company” or “former shell company” by the securities exchange on which Odysseus Holdings ordinary shares will be listed or by the SEC, which may impact the ability to list Odysseus Holdings ordinary shares and restrict reliance on certain rules or forms in connection with the offering, sale or resale of Odysseus Holdings’ securities; (19) trading price and volume of Odysseus Holdings ordinary shares may be volatile following the Transactions and an active trading market may not develop; (20) Odysseus Holdings’ shareholders may experience dilution in the future due to the exercise of a significant number of existing warrants and any future issuances of equity securities of Odysseus Holdings; (21) investors may experience immediate and material dilution upon the closing as a result of the Vine Hill Class B ordinary shares held by Vine Hill Capital Sponsor I LLC, since the value of the Odysseus Holdings ordinary shares received by Vine Hill Capital Sponsor I LLC in exchange for such Vine Hill Class B ordinary shares is likely to be substantially higher than the nominal price paid for them, even if the trading price of Odysseus Holdings ordinary shares at such time is substantially less than the price per share paid by investors; (22) conflicts of interest that may arise from investment and transaction opportunities involving Odysseus Holdings, CoinShares, their respective affiliates and other investors and clients; (23) digital asset trading venues may experience greater fraud, security failures or regulatory or operational problems than trading venues for more established asset classes; (24) risks relating to the custody of CoinShares’ and Odysseus Holdings’ digital assets, including the loss or destruction of private keys required to access its digital assets and cyberattacks or other data loss relating to its digital assets, which could cause CoinShares or Odysseus Holdings, as applicable, to lose some or all of its digital assets; (25) a security breach, cyber-attack or other event where unauthorized parties obtain access to CoinShares’ or Odysseus Holdings’ digital assets, as a result of which CoinShares or Odysseus Holdings may lose some or all of their digital assets temporarily or permanently and their financial condition and results of operations could be materially adversely affected; (26) the emergence or growth of other digital assets, including those with significant private or public sector backing, including by governments, consortiums or financial institutions, could have a negative impact on the value of digital assets and adversely affect CoinShares’ and/or Odysseus Holdings’ business; (27) potential regulatory changes reclassifying certain digital assets as securities could lead to the CoinShares’ and/or Odysseus Holdings’ classification as an “investment company” under the Investment Company Act of 1940 and could adversely affect the market price of CoinShares’ and/or Odysseus Holdings’ digital assets and the market price of CoinShares or Odysseus Holdings listed securities; and (28) other risks and uncertainties included in (x) the “Risk Factors” sections of the Vine Hill Annual Report on Form 10-K and (y) other documents filed or to be filed with or furnished or to be furnished to the SEC by Odysseus Holdings, CoinShares and/or Vine Hill. The foregoing list of factors is not exclusive. You should not place undue reliance upon any forward-looking statements, which speak only as of the date made. None of Vine Hill, CoinShares or Odysseus Holdings undertakes or accepts any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in their expectations or any change in events, conditions, or circumstances on which any such statement is based, except as required by law. Past performance by Vine Hill’s, CoinShares’ or Odysseus Holdings’ management teams and their respective affiliates is not a guarantee of future performance. Therefore, you should not place undue reliance on the historical record of the performance of Vine Hill’s, CoinShares’ or Odysseus Holdings’ management teams or businesses associated with them as indicative of future performance of an investment or the returns that Vine Hill, CoinShares or Odysseus Holdings will, or are likely to, generate going forward.

No profit forecasts, estimates or quantified benefits statements
No statement in this announcement, or incorporated by reference in this announcement, is intended as a profit forecast, profit estimate or quantified benefits statement for any period and no statement in this announcement should be interpreted to mean that earnings or earnings per share for CoinShares or Odysseus Holdings, as appropriate, for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for CoinShares or Odysseus Holdings.

Publication on website
A copy of this announcement will be available, free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions on CoinShares’ website at https://investor.coinshares.com/us-listing and Odysseus Holdings’ website at www.coinshares-bidco.com. Save as expressly referred to in this announcement, the content of CoinShares’ website or Odysseus Holdings’ website is not incorporated into, nor forms part of, this announcement.

Request to receive documents in hard copy form
A hard copy of this announcement may be requested by contacting CoinShares’ registrars, Computershare on +44 (0) 370 707 4040. Calls are charged at the standard geographic rate and will vary by provider. Calls outside Jersey will be charged at the applicable international rate. The Shareholder Helpline is open between 8.30 a.m. and 5.30 p.m., Monday to Friday (excluding public holidays in Jersey). Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. Please note the Shareholder Helpline cannot provide advice on the merits of the Transaction nor give any financial, investment, legal or tax advice.

General

If you are in any doubt as to the contents of this announcement, you are recommended to seek your own personal financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser. 

12 March 2026 | SAINT HELIER, Jersey | CoinShares International Limited (“CoinShares”) (Nasdaq Stockholm: CS; US OTCQX: CNSRF) announced on 8 September 2025 a joint merger plan with Vine Hill Capital Investment Corp. (Nasdaq: VCIC) (“Vine Hill”) and Odysseus Holdings Limited (“Odysseus Holdings”), including a court-sanctioned scheme of arrangement under Article 125 of the Jersey Companies Law (“Scheme of Arrangement”) (such joint merger plan and the Scheme of Arrangement being together the “Transaction”). The Transaction once completed would in effect facilitate a change of listing venue for CoinShares shares from Nasdaq Stockholm to the Nasdaq Stock Market in the United States, or any other public stock market or exchange in the United States as may be agreed between CoinShares and Vine Hill. On 18 February 2026 CoinShares published a scheme circular in relation to the Scheme of Arrangement (the “Scheme Circular”).

Updated timetable¹

The parties have agreed to accelerate the timetable for the Transaction in an effort to partially offset delays that arose due to the effects of the shutdown of the U.S. federal government in late 2025. The Scheme of Arrangement remains conditional on, amongst other things, the approval of the requisite majority of Scheme Shareholders at the Jersey Court Meeting and the requisite majority of CoinShares Shareholders at the Scheme General Meeting. The Scheme of Arrangement is also subject to the satisfaction (or, where applicable, waiver) of the other certain other conditions and further terms, as described more fully in the Scheme Circular. The updated expected timetable is as follows:

• Jersey Court Meeting: 19 March 2026
• Scheme General Meeting: 19 March 2026
• Last day of trading of CoinShares Shares on Nasdaq Stockholm: 20 March 2026
• Suspension of trading of CoinShares Shares from Nasdaq Stockholm: 23 March 2026
• Special Meeting in Vine Hill: On or around 27 March 2026
• Completion of the SPAC Merger: On or around 30 March 2026
• Sanction Hearing: On or around 30 March 2026
• Completion of the Private Placement: On or around 31 March 2026
• Completion of the Transaction (i.e. the Scheme of Arrangement becoming effective): On or around 31 March 2026
• Delisting of CoinShares ordinary shares from Nasdaq Stockholm: On or around 31 March 2026
• Issue of Odysseus Holdings ordinary shares: On or around 31 March 2026
• First day of trading of Odysseus Holdings ordinary shares on Nasdaq Stock Market in the United States, or any other public stock market or exchange in the United States: On or around 7 April 2026

An updated expected timetable of principal events in relation to the Scheme of Arrangement is set out in the Appendix to this press release.

If any of the key dates set out in the timetable above or the Appendix hereto change, CoinShares and Odysseus Holdings will announce such changes by announcement in accordance with applicable laws and regulations, with such announcements also being made available on CoinShares’ website at https://investor.coinshares.com/us-listing and Odysseus Holdings’ website at https://www.coinshares-bidco.com.

Application to suspend trading and delist the ordinary shares from Nasdaq Stockholm

As part of the Transaction, the board of directors of CoinShares resolved to apply for the suspension of trading and delisting of CoinShares’ ordinary shares from Nasdaq Stockholm. The application has been submitted by CoinShares on its own initiative and is not the result of any request by Odysseus Holdings or any other third party. The delisting of CoinShares’ ordinary shares is conditional upon the registration of the court order sanctioning the Scheme of Arrangement with the Jersey Companies Registrar.

The last day of trading in CoinShares’ ordinary shares on Nasdaq Stockholm is expected to be on 20 March 2026. The suspension of trading of CoinShares’ ordinary shares on Nasdaq Stockholm is expected to take effect from 23 March 2026, and the delisting of CoinShares’ ordinary shares on Nasdaq Stockholm is expected to take effect on 31 March 2026. The aforementioned dates are indicative only and are subject to change.

CoinShares will announce Nasdaq Stockholm’s decision with respect to the application as soon as it has been received.

About CoinShares
CoinShares is a leading global digital asset manager that delivers a broad range of financial services across investment management, trading, and securities to a wide array of clients that include corporations, financial institutions, and individuals. Founded in 2013, the firm is headquartered in Jersey, with offices in France, Stockholm, the UK, and the US. CoinShares is regulated in Jersey by the Jersey Financial Services Commission, in France by the Autorité des marchés financiers, and in the US by the Securities and Exchange Commission, National Futures Association and Financial Industry Regulatory Authority. CoinShares is publicly listed on the Nasdaq Stockholm under the ticker CS and the OTCQX under the ticker CNSRF.

About Vine Hill
Vine Hill is a special purpose acquisition company (“SPAC”) sponsored by an affiliate of Vine Hill Capital Partners and formed as part of a platform to sponsor a series of SPACs. Vine Hill completed its $220 million initial public offering in September 2024 and its stock currently trades on Nasdaq under the ticker “VCIC.” Vine Hill Capital Partners is a premier alternative investment manager dedicated to helping businesses achieve their full potential and unlocking shareholder value through leveraging the public markets.

For more information on CoinShares, please visit: https://coinshares.com
Company | +44 (0)1534 513 100 | enquiries@coinshares.com
Investor Relations | +44 (0)1534 513 100 | enquiries@coinshares.com

PRESS CONTACT

CoinSharesBenoît Pellevoizin

bpellevoizin@coinshares.com

M Group Strategic CommunicationsPeter Padovano

coinshares@mgroupsc.com

The information was submitted for publication, through the agency of the contact persons set out above, at 08:10 CET on 12 March 2026.

IMPORTANT INFORMATION

General
This communication is being made in respect of the proposed business combination (the “Business Combination” and the other transactions contemplated by the Business Combination Agreement among CoinShares, Vine Hill, Odysseus Holdings and the other parties thereto (collectively, the “Transactions”)) among Vine Hill, CoinShares and Odysseus Holdings. The information contained herein does not purport to be all-inclusive and none of Vine Hill, CoinShares, Odysseus Holdings or their respective affiliates makes any representation or warranty, express or implied, as to the accuracy, completeness or reliability of the information contained in this communication.

Additional Information and Where to Find It
Shareholders should also refer to the scheme circular in relation to the Scheme of Arrangement (“Scheme Circular”) which was announced by CoinShares on 18 February 2026, and which is available on CoinShares’ website at https://investor.coinshares.com/us-listing and Odysseus Holdings’ website at https://www.coinshares-bidco.com. The Scheme Circular contains the full terms and conditions of the Scheme of Arrangement, including, if applicable, details of how to vote in respect of the Scheme of Arrangement.

This announcement does not constitute a prospectus or a prospectus equivalent document.

In connection with the Transactions, CoinShares, Vine Hill and Odysseus Holdings have filed a Registration Statement on Form F-4 (as amended and supplemented from time to time, the “Registration Statement”) with the SEC, which includes a preliminary proxy statement of Vine Hill and a prospectus of Odysseus Holdings relating to the offer of the securities to be issued to Vine Hill’s securityholders in connection with the completion of the Business Combination (the “Proxy Statement/Prospectus”). The definitive proxy statement and other relevant documents will be mailed to Vine Hill shareholders as of the record date established for voting on the Transactions and other matters as described in the Proxy Statement/Prospectus. Vine Hill, CoinShares and/or Odysseus Holdings will also file other documents regarding the Transactions with the SEC. This communication does not contain all of the information that should be considered concerning the Transactions and is not intended to form the basis of any investment decision or any other decision in respect of the Transactions. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, SHAREHOLDERS OF VINE HILL AND OTHER INTERESTED PARTIES ARE URGED TO READ THE PRELIMINARY PROXY STATEMENT/PROSPECTUS, AND AMENDMENTS THERETO, AND, WHEN AVAILABLE, THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH VINE HILL’S SOLICITATION OF PROXIES FOR THE EXTRAORDINARY GENERAL MEETING OF ITS SHAREHOLDERS TO BE HELD TO APPROVE THE TRANSACTIONS AND OTHER MATTERS AS DESCRIBED IN THE PROXY STATEMENT/PROSPECTUS BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT VINE HILL, COINSHARES, ODYSSEUS HOLDINGS AND THE TRANSACTIONS. Investors and security holders are also able to obtain copies of the Registration Statement and the Proxy Statement/Prospectus and all other documents filed or that will be filed with the SEC by Vine Hill, CoinShares and/or Odysseus Holdings, without charge, once available, on the SEC’s website at www.sec.gov or by directing a request to: Vine Hill Capital Investment Corp., 500 E Broward Blvd, Suite 900, Fort Lauderdale, FL 33394, or upon written request to CoinShares or Odysseus Holdings at c/o CoinShares International Limited, 2nd Floor, 2 Hill Street, JE2 4UA St Helier Jersey, Channel Islands.

NEITHER THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED HEREIN, PASSED UPON THE MERITS OR FAIRNESS OF THE TRANSACTIONS OR ANY RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS COMMUNICATION. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

Participants in the Solicitation
Vine Hill, CoinShares, Odysseus Holdings and their respective directors, executive officers, certain of their shareholders and other members of management and employees may be deemed under SEC rules to be participants in the solicitation of proxies from Vine Hill’s shareholders in connection with the Transactions. You can find information about Vine Hill’s, CoinShares and Odysseus Holdings’ directors, executive officers, certain of their shareholders and other members of management and employees and their interest in Vine Hill, CoinShares and Odysseus Holdings can be found in the sections entitled “The Business Combination Proposal — Certain Interests of Vine Hill’s Directors and Officers and Others in the Business Combination” “Certain Interests of Odysseus Holdings’ Director(s) and Officers and Others in the Business Combination,” “Information about CoinShares — Human Capital,” and “Executive Compensation of CoinShares” of the Registration Statement dated March 4, 2026, which is available free of charge at the SEC’s website at www.sec.gov and at the following URL: sec.gov/Archives/edgar/data/2087587/000121390026023748/ea0258819-09.htm.

No Offer or Solicitation
The information contained in this communication is for informational purposes only and is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Transactions and shall not constitute an offer to sell or exchange, or a solicitation of an offer to buy or exchange the securities of Vine Hill, CoinShares or Odysseus Holdings, or any commodity or instrument or related derivative, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, sale or exchange would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act or an exemption therefrom. Investors should consult with their counsel as to the applicable requirements for a purchaser to avail itself of any exemption under the Securities Act.

Overseas Shareholders
The release, publication or distribution of this announcement in jurisdictions other than Jersey, the Cayman Islands, Sweden or the United States and the availability of the Scheme of Arrangement to CoinShares Shareholders who are not resident in Jersey, the Cayman Islands, Sweden or the United States, may be restricted by the laws of those jurisdictions and therefore persons into whose possession this announcement comes should inform themselves about and observe such restrictions. In particular, the ability of persons who are not resident in Jersey, the Cayman Islands, Sweden or the United States to vote their CoinShares Shares with respect to the Scheme of Arrangement at the Jersey Court Meeting, or to execute and deliver Forms of Proxy appointing another to vote at the Jersey Court Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. Further details in relation to Overseas Shareholders are contained in the Scheme Circular. Any failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Transaction disclaim any responsibility or liability for the violation of such restrictions by any person.

Unless otherwise determined by Odysseus Holdings, and permitted by applicable law and regulation, the Scheme of Arrangement will not be made available, in whole or in part, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction and no person may vote in favour of the Scheme of Arrangement by any such use, means, instrumentality or from within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. No invitation may be made to the public in the Cayman Islands to subscribe for the securities offered hereby, and this announcement and the Scheme of Arrangement may not be issued or passed to any such person. Scheme Shareholders who are in any doubt regarding such matters should consult an appropriate independent professional adviser in the relevant jurisdiction without delay.

Accordingly, copies of this announcement and all documents relating to the Transaction are not being, and must not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving such documents (including, without limitation, agents, custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in, into or from any Restricted Jurisdiction where to do so would violate the laws in that jurisdiction. Doing so may render invalid any related purported vote in respect of the Scheme of Arrangement.

Further details in relation to Overseas Shareholders are contained in the Scheme Circular.

This announcement has been prepared for the purposes of complying with Jersey, Cayman Islands, Swedish and U.S. law and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of other jurisdictions.

The Transaction shall be subject to the applicable requirements of Nasdaq Stockholm, the Takeover Rules for Nasdaq Stockholm and the Jersey Companies Law.

Forward-Looking Statements
This communication includes “forward-looking statements” with respect to Vine Hill, CoinShares and/or Odysseus Holdings within the meaning of the federal securities laws. These forward-looking statements include all statements other than statements of historical fact, including, without limitation, the timing of, and the satisfaction of closing conditions to, completion of the Transaction. The expectations, estimates and projections of the businesses of CoinShares and Vine Hill may differ from their actual results and consequently, you should not rely on these forward-looking statements as predictions of future events. In some cases, you can identify forward-looking statements by terminology such as “according to estimates”, “anticipates”, “assumes”, “believes”, “could”, “estimates”, “expects”, “forecasts”, “intends”, “is of the opinion”, “may”, “plans”, “potential”, “predicts”, “projects”, “targets”, “to the knowledge of”, “should”, “will”, “would”, or the negatives of these terms, variations of them or similar terminology, although not all forward-looking statements contain such identifying words.

Such forward-looking statements are subject to risks, uncertainties, and other factors which may adversely affect CoinShares’ and Odysseus Holdings’ ability to implement and achieve their plans and objectives set out in such forward-looking statements and which may cause actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding CoinShares’ and Odysseus Holdings’ present and future policies and plans and the environment in which CoinShares and Odysseus Holdings will operate in the future. Many actual events or circumstances are outside of the control of CoinShares, Odysseus Holdings or Vine Hill. Furthermore, certain forward-looking statements are based on assumptions or future events which may not prove to be accurate, and no reliance whatsoever should be placed on any forward-looking statements in this communication. Factors that may cause such differences include, but are not limited to: (1) the Transactions not being completed in a timely manner or at all, which may adversely affect the price of Vine Hill’s and/or CoinShares’ securities; (2) the Transactions not being completed by Vine Hill’s business combination deadline; (3) failure by the parties to satisfy the conditions to the consummation of the Transactions, including the approval of Vine Hill’s and CoinShares’ shareholders and obtaining the requisite Acts of the Royal Court of Jersey; (4) failure to realize the anticipated benefits of the Transactions, which may be affected by, among other things, competition, the ability of CoinShares and Odysseus Holdings to grow and manage growth profitably, build or maintain relationships with customers and retain management and key employees, capital expenditures, requirements for additional capital and timing of future cash flow provided by operating activities and the demand for digital assets, including cryptocurrencies and blockchain-related alternative investments, including those offered by, or underlying those offered by, CoinShares and Odysseus Holdings; (5) the level of redemptions by Vine Hill’s public shareholders which will reduce the amount of funds available for CoinShares and Odysseus Holdings to execute on their business strategies and may make it difficult to obtain or maintain the listing or trading of Odysseus Holdings ordinary shares on a major securities exchange; (6) failure of Odysseus Holdings to obtain or maintain the listing of its securities on any securities exchange after the closing; (7) costs related to the Transactions and as a result of Odysseus Holdings becoming a public company that may be higher than currently anticipated; (8) changes in business, market, financial, political and regulatory conditions; (9) volatility and rapid fluctuations in the market prices of digital assets, including cryptocurrencies and blockchain-related alternative investments, including those offered by, or underlying those offered by, CoinShares and/or Odysseus Holdings; (10) failure of CoinShares’ and/or Odysseus Holdings’ digital asset investment products to track their respective target benchmarks; (11) regulatory or other developments that negatively impact demand for the products and services provided by CoinShares and/or Odysseus Holdings; (12) the outcome of any event, change or other circumstance that could give rise to the inability to consummate the Business Combination; (13) the outcome of any legal proceedings that may be instituted against Vine Hill, CoinShares, Odysseus Holdings and/or any of their respective affiliates or others; (14) changes to the proposed structure of the Business Combination that may be required or appropriate as a result of applicable laws or regulations; (15) the risk that the Business Combination disrupts current plans and operations of Vine Hill and/or CoinShares as a result of the announcement and consummation of the Business Combination; (16) treatment of digital assets, including cryptocurrencies and blockchain-related alternative investments, including those offered by, or underlying those offered by, CoinShares and/or Odysseus Holdings, for U.S. and foreign tax purposes; (17) challenges in implementing CoinShares and/or Odysseus Holdings’ business plan due to operational challenges, significant competition and regulation; (18) being considered to be a “shell company” or “former shell company” by the securities exchange on which Odysseus Holdings ordinary shares will be listed or by the SEC, which may impact the ability to list Odysseus Holdings ordinary shares and restrict reliance on certain rules or forms in connection with the offering, sale or resale of Odysseus Holdings’ securities; (19) trading price and volume of Odysseus Holdings ordinary shares may be volatile following the Transactions and an active trading market may not develop; (20) Odysseus Holdings’ shareholders may experience dilution in the future due to the exercise of a significant number of existing warrants and any future issuances of equity securities of Odysseus Holdings; (21) investors may experience immediate and material dilution upon the closing as a result of the Vine Hill Class B ordinary shares held by Vine Hill Capital Sponsor I LLC, since the value of the Odysseus Holdings ordinary shares received by Vine Hill Capital Sponsor I LLC in exchange for such Vine Hill Class B ordinary shares is likely to be substantially higher than the nominal price paid for them, even if the trading price of Odysseus Holdings ordinary shares at such time is substantially less than the price per share paid by investors; (22) conflicts of interest that may arise from investment and transaction opportunities involving Odysseus Holdings, CoinShares, their respective affiliates and other investors and clients; (23) digital asset trading venues may experience greater fraud, security failures or regulatory or operational problems than trading venues for more established asset classes; (24) risks relating to the custody of CoinShares’ and Odysseus Holdings’ digital assets, including the loss or destruction of private keys required to access its digital assets and cyberattacks or other data loss relating to its digital assets, which could cause CoinShares or Odysseus Holdings, as applicable, to lose some or all of its digital assets; (25) a security breach, cyber-attack or other event where unauthorized parties obtain access to CoinShares’ or Odysseus Holdings’ digital assets, as a result of which CoinShares or Odysseus Holdings may lose some or all of their digital assets temporarily or permanently and their financial condition and results of operations could be materially adversely affected; (26) the emergence or growth of other digital assets, including those with significant private or public sector backing, including by governments, consortiums or financial institutions, could have a negative impact on the value of digital assets and adversely affect CoinShares’ and/or Odysseus Holdings’ business; (27) potential regulatory changes reclassifying certain digital assets as securities could lead to the CoinShares’ and/or Odysseus Holdings’ classification as an “investment company” under the Investment Company Act of 1940 and could adversely affect the market price of CoinShares’ and/or Odysseus Holdings’ digital assets and the market price of CoinShares or Odysseus Holdings listed securities; and (28) other risks and uncertainties included in (x) the “Risk Factors” sections of the Vine Hill Annual Report on Form 10-K and (y) other documents filed or to be filed with or furnished or to be furnished to the SEC by Odysseus Holdings, CoinShares and/or Vine Hill. The foregoing list of factors is not exclusive. You should not place undue reliance upon any forward-looking statements, which speak only as of the date made. None of Vine Hill, CoinShares or Odysseus Holdings undertakes or accepts any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in their expectations or any change in events, conditions, or circumstances on which any such statement is based, except as required by law. Past performance by Vine Hill’s, CoinShares’ or Odysseus Holdings’ management teams and their respective affiliates is not a guarantee of future performance. Therefore, you should not place undue reliance on the historical record of the performance of Vine Hill’s, CoinShares’ or Odysseus Holdings’ management teams or businesses associated with them as indicative of future performance of an investment or the returns that Vine Hill, CoinShares or Odysseus Holdings will, or are likely to, generate going forward.

No profit forecasts, estimates or quantified benefits statements
No statement in this announcement, or incorporated by reference in this announcement, is intended as a profit forecast, profit estimate or quantified benefits statement for any period and no statement in this announcement should be interpreted to mean that earnings or earnings per share for CoinShares or Odysseus Holdings, as appropriate, for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for CoinShares or Odysseus Holdings.

Publication on website
A copy of this announcement will be available, free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions on CoinShares’ website at https://investor.coinshares.com/us-listing and Odysseus Holdings’ website at www.coinshares-bidco.com. Save as expressly referred to in this announcement, the content of CoinShares’ website or Odysseus Holdings’ website is not incorporated into, nor forms part of, this announcement.

Request to receive documents in hard copy form
A hard copy of this announcement may be requested by contacting CoinShares’ registrars, Computershare on +44 (0) 370 707 4040. Calls are charged at the standard geographic rate and will vary by provider. Calls outside Jersey will be charged at the applicable international rate. The Shareholder Helpline is open between 8.30 a.m. and 5.30 p.m., Monday to Friday (excluding public holidays in Jersey). Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. Please note the Shareholder Helpline cannot provide advice on the merits of the Transaction nor give any financial, investment, legal or tax advice.

General
If you are in any doubt as to the contents of this announcement, you are recommended to seek your own personal financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser.

APPENDIX

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

The following indicative timetable is based on CoinShares’ current expected dates for the implementation of the Scheme of Arrangement and is subject to change. If any of the dates and/or times in this expected timetable change, the revised dates and/or times will be notified to CoinShares Shareholders by announcement through Nasdaq Stockholm, with such announcement being made available on CoinShares’ website at https://investor.coinshares.com/us-listing.

References to times in this timetable are to Greenwich Mean Time (GMT), unless otherwise stated.

Event	Time and/or date
Latest time for lodging Forms of Proxy for the:
Jersey Court Meeting (BLUE form)	9.00 a.m. on 17 March 2026(1)
Scheme General Meeting (WHITE form)	9.15 a.m. on 17 March 2026(2)
Voting Record Time	6.30 p.m. on 17 March 2026(3)
Jersey Court Meeting	9.00 a.m. on 19 March 2026
Scheme General Meeting	9.15 a.m. on 19 March 2026(4)
The following dates are indicative only and are subject to change (including as may be agreed by CoinShares and Odysseus Cayman from time to time)
Last day of dealings in, and for the registration of transfers of, CoinShares Shares on Nasdaq Stockholm	D - 6 Business Day
Suspension of trading of CoinShares Shares on Nasdaq Stockholm	D – 5 Business Days
Settlement of final trades in Euroclear Sweden of CoinShares Shares on Nasdaq Stockholm	D – 4 Business Days
CoinShares Shares to be repositioned from Euroclear Sweden’s account in CREST to underlying beneficial holders’ accounts in CREST	D – 3-1 Business Days
Sanction Hearing (to sanction the Scheme)	(“D”) currently expected to be held on 30 March 2026), subject to Court approval and the satisfaction (or, if applicable, waiver) of the relevant Conditions and, in any event, prior to the Long Stop Date 5)
Last day for registration of transfers of, and disablement in CREST of CoinShares Shares	D
Scheme Record Time	6.00 p.m. on D
Effective Date	D + 1 Business Day(6)
Delisting of CoinShares Shares on Nasdaq Stockholm	by 5.30 a.m. (Sweden time) on D + 1 Business Day
Issue of New Odysseus Holdings Shares	at or shortly after 9.00 a.m. (New York time) on D + 1 Business Day
Listing of New Odysseus Holdings Shares on Nasdaq	at or shortly after 9.30 a.m. (New York time) on D + 4 Business Days
Long Stop Date	8 June 2026(7)

Notes(1)             It is requested that BLUE Forms of Proxy for the Jersey Court Meeting be lodged not later than 9.00 a.m. on 17 March 2026 or, if the Jersey Court Meeting is adjourned, 48 hours prior to the time and date set for any adjourned Jersey Court Meeting (excluding any part of such 48-hour period falling on a non-working day). If the BLUE Form of Proxy for the Jersey Court Meeting is not returned by such time, it may be handed to a representative of CoinShares’ registrars, Computershare, on behalf of the Chair of the Jersey Court Meeting, or to the Chair of the Jersey Court Meeting before the start of the Jersey Court Meeting (or any adjournment of it) and it will be valid.(2)             In order to be valid, the WHITE Forms of Proxy for the Scheme General Meeting must be lodged not later than 9.15 a.m. on 17 March 2026 or, if the Scheme General Meeting is adjourned, 48 hours prior to the time and date set for any adjourned Scheme General Meeting (excluding any part of such 48-hour period falling on a non-working day).(3)             If either the Jersey Court Meeting or the Scheme General Meeting is adjourned, the Voting Record Time for the relevant adjourned Meeting will be 6.30 p.m. on the date which is two days (excluding non-working days) prior to the date set for such adjourned Meeting.(4)             To commence at 9.15 a.m. or, if later, as soon thereafter as the Jersey Court Meeting shall have concluded or adjourned.(5)             The Sanction Hearing is currently expected to be held on 30 March 2026 at the Royal Court of Jersey, Royal Court House, Royal Square, St. Helier, Jersey JE1 1JG. These dates are indicative only and are subject to change and will depend, among other things, on the date upon which: (i) the Conditions are satisfied or (if capable of waiver) waived; (ii) the Court sanctions the Scheme; and (iii) the Court Order (and any act of court in connection with the Scheme) is delivered to the Jersey Registrar of Companies. Scheme Shareholders are entitled to attend and be heard at the Sanction Hearing, should they wish to do so, in person or through their counsel.

(6)             Following sanction of the Scheme by the Court, the Scheme will become Effective in accordance with its terms upon a copy of the Court Order (and any act of court in connection with the Scheme) being delivered to the Jersey Registrar of Companies. This is presently expected to occur on 31 March 2026 being 1 Business Day after the Sanction Hearing, subject to satisfaction or (where capable of waiver), waiver of the Conditions.

(7)             This is the latest date by which the Scheme may become Effective. However, the Long Stop Date may be extended to such later date as CoinShares and Odysseus Cayman may agree (and as the Court may allow, should such approval be required).

¹ All dates are expected only and are subject to change.

5 March 2026 | SAINT HELIER, Jersey | CoinShares International Limited ("CoinShares" or "the Company") (Nasdaq Stockholm: CS; OTCQX: CNSRF), a leading global asset manager specialising in digital assets, today announced that Jean-Marie Mognetti, Chief Executive Officer and Co-Founder, will participate in a fireside chat at Canaccord Genuity's 6th Annual Virtual Digital Assets Symposium on 11 March 2026 from 11:30 AM to 11:55 AM ET.

CoinShares is the world's fourth-largest digital asset ETP manager and holds the #1 position in Europe with approximately 34% market share. The Company has been at the forefront of regulated digital asset investment since launching the world's first Bitcoin ETP in 2015.

Event Details:

• Event: Canaccord Genuity 6th Annual Virtual Digital Assets Symposium
• Date: 11 March 2026
• Time: 11:30 AM – 11:55 AM ET
• Format: Virtual Fireside Chat

About CoinSharesCoinShares is a leading global digital asset manager that delivers a broad range of financial services across investment management, trading, and securities to a wide array of clients that include corporations, financial institutions, and individuals. Founded in 2013, the firm is headquartered in Jersey, with offices in France, Stockholm, the UK, and the US. CoinShares is regulated in Jersey by the Jersey Financial Services Commission, in France by the Autorité des marchés financiers, and in the US by the Securities and Exchange Commission, National Futures Association and Financial Industry Regulatory Authority. CoinShares is publicly listed on the Nasdaq Stockholm under the ticker CS and the OTCQX under the ticker CNSRF.

For more information on CoinShares, please visit: https://coinshares.com 
Company  | +44 (0)1534 513 100 | enquiries@coinshares.com 
Investor Relations | +44 (0)1534 513 100 | enquiries@coinshares.com

PRESS CONTACT 

CoinSharesBenoît Pellevoizin

bpellevoizin@coinshares.com

M Group Strategic CommunicationsPeter Padovano

coinshares@mgroupsc.com 

IR CONTACT

CoinSharesEmily Mohr

corporateir@coinshares.com 

4th March 2026 | SAINT HELIER, Jersey | CoinShares International Limited ("CoinShares" or "the Group") (Nasdaq Stockholm: CS; US OTCQX: CNSRF), with an announced merger with Vine Hill Capital Investment Corp (Nasdaq: VCIC), the European leading investment company specialising in digital assets with over $6 billion in assets under management, today announces the launch of CoinShares BNB Staking ETP (Ticker: CBNB), expanding its range of physically-backed digital asset exchange-traded products available to European investors.

The product offers 0% management fees, 0.25% staking yield and is 100% backed by on-chain BNB holdings, providing investors with regulated exposure to the BNB Chain ecosystem through their existing brokerage accounts.

BNB is the native token of BNB Chain formerly the Binance Smart Chain, one of the world's largest blockchain ecosystems by transaction volume and total value locked. The network powers thousands of decentralized applications across DeFi, gaming, and real-world asset tokenization, with over $17¹ billion in TVL and more than 30² million daily transactions. BNB's staking mechanism enables token holders to earn yield while contributing to network security, making it well-suited for a staking ETP structure. As institutional adoption of blockchain infrastructure accelerates, BNB offers investors regulated exposure to a high-utility ecosystem token with established demand and deflationary supply dynamics.

Product Details:

• Product Name: CoinShares BNB Staking ETP
• Ticker: CBNB
• Management Fee: reduced to 0.00% p.a.
• Staking Yield: 0.25% p.a.
• Backing: 100% physically backed
• Listing Venues: SIX

Jean-Marie Mognetti, CEO of CoinShares, commented:

"Adding BNB to our Physical ETP range reflects the continued maturation of digital asset markets and sustained investor demand for regulated access to major blockchain ecosystems. Our 0% management fee structure ensures investors retain more of their exposure. This launch is another step in building the most comprehensive digital asset investment platform in Europe."

About CoinShares

CoinShares is a leading global digital asset manager that delivers a broad range of financial services across investment management, trading, and securities to a wide array of clients that include corporations, financial institutions, and individuals. Founded in 2013, the firm is headquartered in Jersey, with offices in France, Stockholm, the UK, and the US. CoinShares is regulated in Jersey by the Jersey Financial Services Commission, in France by the Autorité des marchés financiers, and in the US by the Securities and Exchange Commission, National Futures Association and Financial Industry Regulatory Authority. CoinShares is publicly listed on the Nasdaq Stockholm under the ticker CS and the OTCQX under the ticker CNSRF.

For more information on CoinShares, please visit: https://coinshares.com
Company | +44 (0)1534 513 100 | enquiries@coinshares.com
Investor Relations | +44 (0)1534 513 100 | enquiries@coinshares.com

PRESS CONTACT

CoinSharesBenoît Pellevoizin

bpellevoizin@coinshares.com

M Group Strategic CommunicationsPeter Padovano

coinshares@mgroupsc.com

¹ BNB Chain Blog, "BNB Chain in 2025: Making Scale the Standard" – bnbchain.org
² DeFiLlama – defillama.com/chain/bsc

26 February 2026 | SAINT HELIER, Jersey | CoinShares International Limited ("CoinShares") (Nasdaq Stockholm: CS; US OTCQX: CNSRF) announced on 8 September 2025, a proposal to change listing venue to a public stock market or other exchange in the U.S. through a joint merger plan including a court-sanctioned scheme of arrangement under Article 125 of the Jersey Companies Law (“Scheme of Arrangement”) with Vine Hill Capital Investment Corp. (Nasdaq: VCIC) (“Vine Hill”) and Odysseus Holdings Limited (“Odysseus Holdings” and the “Transaction”).

As part of the Transaction, Odysseus Holdings and CoinShares have prepared an offer document in accordance with the Takeover Rules for Nasdaq Stockholm and Nordic Growth Market NGM. The offer document is available in Swedish on CoinShares’ website (https://investor.coinshares.com/us-listing) and Odysseus Holdings’ website (https://www.coinshares-bidco.com).

Information about the Transaction
Information about the Transaction is made available at www.coinshares-bidco.com.

About CoinShares
CoinShares is a leading global digital asset manager that delivers a broad range of financial services across investment management, trading, and securities to a wide array of clients that include corporations, financial institutions, and individuals. Founded in 2013, the firm is headquartered in Jersey, with offices in France, Stockholm, the UK, and the US. CoinShares is regulated in Jersey by the Jersey Financial Services Commission, in France by the Autorité des marchés financiers, and in the US by the Securities and Exchange Commission, National Futures Association and Financial Industry Regulatory Authority. CoinShares is publicly listed on the Nasdaq Stockholm under the ticker CS and the OTCQX under the ticker CNSRF.

About Vine Hill
Vine Hill is a special purpose acquisition company (“SPAC”) sponsored by an affiliate of Vine Hill Capital Partners and formed as part of a platform to sponsor a series of SPACs. Vine Hill completed its $220 million initial public offering in September 2024 and its stock currently trades on Nasdaq under the ticker “VCIC.” Vine Hill Capital Partners is a premier alternative investment manager dedicated to helping businesses achieve their full potential and unlocking shareholder value through leveraging the public markets.

For more information on CoinShares, please visit: https://coinshares.com
Company | +44 (0)1534 513 100 | enquiries@coinshares.com
Investor Relations | +44 (0)1534 513 100 | enquiries@coinshares.com

PRESS CONTACT

CoinSharesBenoît Pellevoizin

bpellevoizin@coinshares.com

M Group Strategic CommunicationsPeter Padovano

coinshares@mgroupsc.com

The information was submitted for publication, through the agency of the contact persons set out above, at 08:00 CET on 26 February 2026.

IMPORTANT INFORMATION

General

This communication is being made in respect of the proposed business combination (the “Business Combination” and the other transactions contemplated by the Business Combination Agreement among CoinShares, Vine Hill, Odysseus Holdings and the other parties thereto (collectively, the “Transactions”)) among Vine Hill, CoinShares and Odysseus Holdings. The information contained herein does not purport to be all-inclusive and none of Vine Hill, CoinShares, Odysseus Holdings or their respective affiliates makes any representation or warranty, express or implied, as to the accuracy, completeness or reliability of the information contained in this communication.

Additional Information and Where to Find It

Shareholders should also refer to the scheme circular in relation to the Scheme of Arrangement (“Scheme Circular”) which was announced by CoinShares on 18 February 2026 and which is available on CoinShares’ website at https://investor.coinshares.com/us-listing and Odysseus Holdings’ website at https://www.coinshares-bidco.com.  The Scheme Circular contains the full terms and conditions of the Scheme of Arrangement, including, if applicable, details of how to vote in respect of the Scheme of Arrangement.

This announcement does not constitute a prospectus or a prospectus equivalent document.

In connection with the Transactions, CoinShares, Vine Hill and Odysseus Holdings plan to file a Registration Statement on Form F-4 (as amended and supplemented from time to time, the “Registration Statement”) with the SEC, which will include a preliminary proxy statement of Vine Hill and a prospectus of Odysseus Holdings relating to the offer of the securities to be issued to Vine Hill’s securityholders in connection with the completion of the Business Combination (the “Proxy Statement/Prospectus”). The definitive proxy statement and other relevant documents will be mailed to Vine Hill shareholders as of a record date to be established for voting on the Transactions and other matters as described in the Proxy Statement/Prospectus. Vine Hill, CoinShares and/or Odysseus Holdings will also file other documents regarding the Transactions with the SEC. This communication does not contain all of the information that should be considered concerning the Transactions and is not intended to form the basis of any investment decision or any other decision in respect of the Transactions. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, SHAREHOLDERS OF VINE HILL AND OTHER INTERESTED PARTIES ARE URGED TO READ, WHEN AVAILABLE, THE PRELIMINARY PROXY STATEMENT/PROSPECTUS, AND AMENDMENTS THERETO, AND THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH VINE HILL’S SOLICITATION OF PROXIES FOR THE EXTRAORDINARY GENERAL MEETING OF ITS SHAREHOLDERS TO BE HELD TO APPROVE THE TRANSACTIONS AND OTHER MATTERS AS DESCRIBED IN THE PROXY STATEMENT/PROSPECTUS BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT VINE HILL, COINSHARES, ODYSSEUS HOLDINGS AND THE TRANSACTIONS. Investors and security holders will also be able to obtain copies of the Registration Statement and the Proxy Statement/Prospectus and all other documents filed or that will be filed with the SEC by Vine Hill, CoinShares and/or Odysseus Holdings, without charge, once available, on the SEC’s website at www.sec.gov or by directing a request to: Vine Hill Capital Investment Corp., 500 E Broward Blvd, Suite 900, Fort Lauderdale, FL 33394, or upon written request to CoinShares or Odysseus Holdings at c/o CoinShares International Limited, 2nd Floor, 2 Hill Street, JE2 4UA St Helier Jersey, Channel Islands.

NEITHER THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED HEREIN, PASSED UPON THE MERITS OR FAIRNESS OF THE TRANSACTIONS OR ANY RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS COMMUNICATION. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

Participants in the Solicitation

Vine Hill, CoinShares, Odysseus Holdings and their respective directors, executive officers, certain of their shareholders and other members of management and employees may be deemed under SEC rules to be participants in the solicitation of proxies from Vine Hill’s shareholders in connection with the Transactions. You can find information about Vine Hill’s directors, executive officers, certain of their shareholders and other members of management and employees and their interest in Vine Hill can be found in the sections entitled “Directors, Executive Officers and Corporate Governance – Conflicts of Interest,” “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters,” and “Certain Relationships and Related Party Transactions” of Vine Hill’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, which was filed with the SEC on March 26, 2025 and is available free of charge at the SEC’s website at www.sec.gov and at the following URL: sec.gov/Archives/edgar/data/2025396/000101376225002707/ea0234943-10k_vinehill.htm. Additional information regarding the interests of such participants will be contained in the Registration Statement when available.

A list of the names of the directors, executive officers, other members of management and employees of CoinShares and Odysseus Holdings, as well as information regarding their interests in the Business Combination, will be contained in the Registration Statement to be filed with the SEC. Additional information regarding the interests of such potential participants in the solicitation process may also be included in other relevant documents when they are filed with the SEC.

No Offer or Solicitation

The information contained in this communication is for informational purposes only and is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Transactions and shall not constitute an offer to sell or exchange, or a solicitation of an offer to buy or exchange the securities of Vine Hill, CoinShares or Odysseus Holdings, or any commodity or instrument or related derivative, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, sale or exchange would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act or an exemption therefrom. Investors should consult with their counsel as to the applicable requirements for a purchaser to avail itself of any exemption under the Securities Act.

Overseas Shareholders
The release, publication or distribution of this announcement in jurisdictions other than Jersey, the Cayman Islands, Sweden or the United States and the availability of the Scheme of Arrangement to CoinShares Shareholders who are not resident in Jersey, the Cayman Islands, Sweden or the United States, may be restricted by the laws of those jurisdictions and therefore persons into whose possession this announcement comes should inform themselves about and observe such restrictions. In particular, the ability of persons who are not resident in Jersey, the Cayman Islands, Sweden or the United States to vote their CoinShares Shares with respect to the Scheme of Arrangement at the Jersey Court Meeting, or to execute and deliver Forms of Proxy appointing another to vote at the Jersey Court Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. Further details in relation to Overseas Shareholders are contained in the Scheme Circular. Any failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Transaction disclaim any responsibility or liability for the violation of such restrictions by any person.

Unless otherwise determined by Odysseus Holdings, and permitted by applicable law and regulation, the Scheme of Arrangement will not be made available, in whole or in part, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction and no person may vote in favour of the Scheme of Arrangement by any such use, means, instrumentality or from within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. No invitation may be made to the public in the Cayman Islands to subscribe for the securities offered hereby, and this announcement and the Scheme of Arrangement may not be issued or passed to any such person. Scheme Shareholders who are in any doubt regarding such matters should consult an appropriate independent professional adviser in the relevant jurisdiction without delay.

Accordingly, copies of this announcement and all documents relating to the Transaction are not being, and must not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving such documents (including, without limitation, agents, custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in, into or from any Restricted Jurisdiction where to do so would violate the laws in that jurisdiction. Doing so may render invalid any related purported vote in respect of the Scheme of Arrangement.

Further details in relation to Overseas Shareholders are contained in the Scheme Circular.

This announcement and any accompanying documents have been prepared for the purposes of complying with Jersey, Cayman Islands, Swedish and U.S. law and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of other jurisdictions.

The Transaction shall be subject to the applicable requirements of Nasdaq Stockholm, the Takeover Rules for Nasdaq Stockholm and the Jersey Companies Law.

Forward-Looking Statements

This communication includes “forward-looking statements” with respect to Vine Hill, CoinShares and/or Odysseus Holdings within the meaning of the federal securities laws. These forward-looking statements include all statements other than statements of historical fact, including, without limitation, the timing of, and the satisfaction of closing conditions to, completion of the Transaction. The expectations, estimates and projections of the businesses of CoinShares and Vine Hill may differ from their actual results and consequently, you should not rely on these forward-looking statements as predictions of future events. In some cases, you can identify forward-looking statements by terminology such as “according to estimates”, “anticipates”, “assumes”, “believes”, “could”, “estimates”, “expects”, “forecasts”, “intends”, “is of the opinion”, “may”, “plans”, “potential”, “predicts”, “projects”, “targets”, “to the knowledge of”, “should”, “will”, “would”, or the negatives of these terms, variations of them or similar terminology, although not all forward-looking statements contain such identifying words.

Such forward-looking statements are subject to risks, uncertainties, and other factors which may adversely affect CoinShares’ and Odysseus Holdings’s ability to implement and achieve their plans and objectives set out in such forward-looking statements and which may cause actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding CoinShares’ and Odysseus Holdings’ present and future policies and plans and the environment in which CoinShares and Odysseus Holdings will operate in the future. Many actual events or circumstances are outside of the control of CoinShares, Odysseus Holdings or Vine Hill. Furthermore, certain forward-looking statements are based on assumptions or future events which may not prove to be accurate, and no reliance whatsoever should be placed on any forward-looking statements in this communication. Factors that may cause such differences include, but are not limited to: (1) the Transactions not being completed in a timely manner or at all, which may adversely affect the price of Vine Hill’s and/or CoinShares’ securities; (2) the Transactions not being completed by Vine Hill’s business combination deadline; (3) failure by the parties to satisfy the conditions to the consummation of the Transactions, including the approval of Vine Hill’s and CoinShares’ shareholders and obtaining the requisite Acts of the Royal Court of Jersey; (4) failure to realize the anticipated benefits of the Transactions, which may be affected by, among other things, competition, the ability of CoinShares and Odysseus Holdings to grow and manage growth profitably, build or maintain relationships with customers and retain management and key employees, capital expenditures, requirements for additional capital and timing of future cash flow provided by operating activities and the demand for digital assets, including cryptocurrencies and blockchain-related alternative investments, including those offered by, or underlying those offered by, CoinShares and Odysseus Holdings; (5) the level of redemptions by Vine Hill’s public shareholders which will reduce the amount of funds available for CoinShares and Odysseus Holdings to execute on their business strategies and may make it difficult to obtain or maintain the listing or trading of Odysseus Holdings ordinary shares on a major securities exchange; (6) failure of Odysseus Holdings to obtain or maintain the listing of its securities on any securities exchange after the closing; (7) costs related to the Transactions and as a result of Odysseus Holdings becoming a public company that may be higher than currently anticipated; (8) changes in business, market, financial, political and regulatory conditions; (9) volatility and rapid fluctuations in the market prices of digital assets, including cryptocurrencies and blockchain-related alternative investments, including those offered by, or underlying those offered by, CoinShares and/or Odysseus Holdings; (10) failure of CoinShares’ and/or Odysseus Holdings’s digital asset investment products to track their respective target benchmarks; (11) regulatory or other developments that negatively impact demand for the products and services provided by CoinShares and/or Odysseus Holdings; (12) the outcome of any event, change or other circumstance that could give rise to the inability to consummate the Business Combination; (13) the outcome of any legal proceedings that may be instituted against Vine Hill, CoinShares, Odysseus Holdings and/or any of their respective affiliates or others; (14) changes to the proposed structure of the Business Combination that may be required or appropriate as a result of applicable laws or regulations; (15) the risk that the Business Combination disrupts current plans and operations of Vine Hill and/or CoinShares as a result of the announcement and consummation of the Business Combination; (16) treatment of digital assets, including cryptocurrencies and blockchain-related alternative investments, including those offered by, or underlying those offered by, CoinShares and/or Odysseus Holdings, for U.S. and foreign tax purposes; (17) challenges in implementing CoinShares and/or Odysseus Holdings’ business plan due to operational challenges, significant competition and regulation; (18) being considered to be a “shell company” or “former shell company” by the securities exchange on which Odysseus Holdings ordinary shares will be listed or by the SEC, which may impact the ability to list Odysseus Holdings ordinary shares and restrict reliance on certain rules or forms in connection with the offering, sale or resale of Odysseus Holdings’s securities; (19) trading price and volume of Odysseus Holdings ordinary shares may be volatile following the Transactions and an active trading market may not develop; (20) Odysseus Holdings’ shareholders may experience dilution in the future due to the exercise of a significant number of existing warrants and any future issuances of equity securities of Odysseus Holdings; (21) investors may experience immediate and material dilution upon the closing as a result of the Vine Hill Class B ordinary shares held by Vine Hill Capital Sponsor I LLC, since the value of the Odysseus Holdings ordinary shares received by Vine Hill Capital Sponsor I LLC in exchange for such Vine Hill Class B ordinary shares is likely to be substantially higher than the nominal price paid for them, even if the trading price of Odysseus Holdings ordinary shares at such time is substantially less than the price per share paid by investors; (22) conflicts of interest that may arise from investment and transaction opportunities involving Odysseus Holdings, CoinShares, their respective affiliates and other investors and clients; (23) digital asset trading venues may experience greater fraud, security failures or regulatory or operational problems than trading venues for more established asset classes; (24) risks relating to the custody of CoinShares’ and Odysseus Holdings’ digital assets, including the loss or destruction of private keys required to access its digital assets and cyberattacks or other data loss relating to its digital assets, which could cause CoinShares or Odysseus Holdings, as applicable, to lose some or all of its digital assets; (25) a security breach, cyber-attack or other event where unauthorized parties obtain access to CoinShares’ or Odysseus Holdings’s digital assets, as a result of which CoinShares or Odysseus Holdings may lose some or all of their digital assets temporarily or permanently and their financial condition and results of operations could be materially adversely affected; (26) the emergence or growth of other digital assets, including those with significant private or public sector backing, including by governments, consortiums or financial institutions, could have a negative impact on the value of digital assets and adversely affect CoinShares’ and/or Odysseus Holdings’ business; (27) potential regulatory changes reclassifying certain digital assets as securities could lead to the CoinShares’ and/or Odysseus Holdings’ classification as an “investment company” under the Investment Company Act of 1940 and could adversely affect the market price of CoinShares’ and/or Odysseus Holdings’ digital assets and the market price of CoinShares or Odysseus Holdings listed securities; and (28) other risks and uncertainties included in (x) the “Risk Factors” sections of the Vine Hill Annual Report on Form 10-K and (y) other documents filed or to be filed with or furnished or to be furnished to the SEC by Odysseus Holdings, CoinShares and/or Vine Hill. The foregoing list of factors is not exclusive. You should not place undue reliance upon any forward-looking statements, which speak only as of the date made. None of Vine Hill, CoinShares or Odysseus Holdings undertakes or accepts any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in their expectations or any change in events, conditions, or circumstances on which any such statement is based, except as required by law. Past performance by Vine Hill’s, CoinShares’ or Odysseus Holdings’ management teams and their respective affiliates is not a guarantee of future performance. Therefore, you should not place undue reliance on the historical record of the performance of Vine Hill’s, CoinShares’ or Odysseus Holdings’ management teams or businesses associated with them as indicative of future performance of an investment or the returns that Vine Hill, CoinShares or Odysseus Holdings will, or are likely to, generate going forward.

No profit forecasts, estimates or quantified benefits statements

No statement in this announcement, or incorporated by reference in this announcement, is intended as a profit forecast, profit estimate or quantified benefits statement for any period and no statement in this announcement should be interpreted to mean that earnings or earnings per share for CoinShares or Odysseus Holdings, as appropriate, for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for CoinShares or Odysseus Holdings.

Publication on website

A copy of this announcement, together with all information incorporated by reference into the offer document, will be, available, free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions on CoinShares’ website at https://investor.coinshares.com/us-listing and Odysseus Holdings’ website at www.coinshares-bidco.com. Save as expressly referred to in this announcement, the content of CoinShares’ website or Odysseus Holdings’ website is not incorporated into, nor forms part of, this announcement.

General

If you are in any doubt as to the contents of this announcement, you are recommended to seek your own personal financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser.

• CoinShares International Limited - Erbjudandehandling (2026-02-26)

Europe's leading digital asset manager brings institutional-grade access to Hyperliquid, the protocol redefining hybrid finance

24 February 2026 | SAINT HELIER, Jersey | CoinShares International Limited ("CoinShares" or "the Group") (Nasdaq Stockholm: CS; US OTCQX: CNSRF), a global leading asset manager specialising in digital assets and European leader, today announced the launch of the CoinShares Physical Hyperliquid Staking ETP, providing investors with regulated, institutional-grade exposure to Hyperliquid's native HYPE token at 0% management fee with a 0.5% annual yield.

The launch reflects CoinShares' commitment to building investment products around protocols that demonstrate exceptional fundamentals and advance the firm's hybrid finance investment thesis — the convergence of decentralised innovation with institutional-grade infrastructure.

Product Details

• Product Name: CoinShares Hype ETP
• Ticker: LIQD
• ISIN: GB00BVBJQ593
• Exchange: Xetra
• Management Fee: 0%
• Staking Yield: 0.5% p.a.
• Backing: 100% physically backed

Why Hyperliquid: The Data Behind the Conviction

Hyperliquid has emerged as the leading decentralised perpetual futures exchange, processing over $3 trillion in trading volume and capturing approximately 70% of on-chain perpetual futures market share. The protocol has achieved what many considered impossible: matching — and in some cases exceeding — the performance metrics of centralised exchanges while maintaining fully decentralised execution.

Key performance indicators supporting CoinShares' investment thesis include:

• $3.8 trillion in perpetual futures trading volume
• 30% market share of on-chain derivatives trading
• 41% seven-day price appreciation during a period when Bitcoin declined 38% from its October 2025 peak
• Ripple Prime integration (4 February 2026), providing 300+ institutional clients access to on-chain perpetuals — the first institutional prime brokerage integration for any decentralised exchange

Hyperliquid's performance during the current market correction has led analysts to characterise HYPE as a "defensive play" within digital assets, demonstrating resilience typically associated with traditional safe-haven sectors. The main reason for this characterisation is how HYPE is benefiting from volatile periods through trading fee revenues.

Hybrid Finance in Practice

Jean-Marie Mognetti, CEO and Co-Founder at CoinShares, commented: "CoinShares builds products around protocols we believe in. Hyperliquid represents exactly the kind of infrastructure we've anticipated since we launched the world's first Bitcoin ETP in 2015: decentralised systems performing at institutional scale, with the transparency and composability that traditional finance cannot replicate. The future isn't TradFi versus DeFi. It's hybrid finance,  the best of both worlds. Hyperliquid exemplifies this convergence, and our Hype ETP gives investors a regulated pathway to participate."

James Butterfill, Head of Research at CoinShares, added:"Our approach has always been to develop products for projects we genuinely believe in and have a sound fundamental investment thesis. Hyperliquid's fundamentals speak for themselves: it has matched centralised exchange volumes while remaining fully on-chain. The 0% management fee and 0.5% yield structure reflects our confidence in this protocol's long-term positioning."

About CoinShares

CoinShares is a leading global digital asset manager that delivers a broad range of financial services across investment management, trading, and securities to a wide array of clients that include corporations, financial institutions, and individuals. Founded in 2013, the firm is headquartered in Jersey, with offices in France, Stockholm, the UK, and the US. CoinShares is regulated in Jersey by the Jersey Financial Services Commission, in France by the Autorité des marchés financiers, and in the US by the Securities and Exchange Commission, National Futures Association and Financial Industry Regulatory Authority. CoinShares is publicly listed on the Nasdaq Stockholm under the ticker CS and the OTCQX under the ticker CNSRF.

For more information on CoinShares, please visit: https://coinshares.com
Company | +44 (0)1534 513 100 | enquiries@coinshares.com
Investor Relations | +44 (0)1534 513 100 | enquiries@coinshares.com

Press Contact
CoinShares Benoît Pellevoizin

bpellevoizin@coinshares.com

M Group Strategic CommunicationsPeter Padovano

coinshares@mgroupsc.com

Permanent fee reduction reinforces market leadership and commitment to accessible digital asset investment

23 February 2026 | SAINT HELIER, Jersey | CoinShares International Limited ("CoinShares" or "the Group") (Nasdaq Stockholm: CS; US OTCQX: CNSRF), a global leading asset manager specialising in digital assets and Europe's largest and longest-standing digital asset investment firm, today announced a permanent reduction in the management fee on its flagship CoinShares Bitcoin ETP (ticker: BITC) to 0.15% (15 basis points), effective immediately.

BITC is the largest physically-backed Bitcoin ETP in Europe by assets under management, representing a core holding for institutional and retail investors seeking regulated Bitcoin exposure through traditional brokerage accounts. The fee reduction positions BITC competitively with the lowest-cost Bitcoin ETPs available globally, including recent entrants to the European market.

"This fee reduction reflects our conviction that accessible pricing must be structural, not promotional," said Jean-Marie Mognetti, CEO and Co-Founder of CoinShares. "We launched Europe's first Bitcoin ETP in 2015 with a clear mission: to make digital asset investment accessible to all investors through familiar, regulated structures. As the European leader in digital asset investment, we are passing the benefits of our scale directly to our clients. This is not a fee holiday: it is a permanent commitment to competitive pricing that reinforces our market leadership."

Strategic Rationale

The European Bitcoin ETP market has undergone significant transformation over the past twelve months, with new entrants and intensifying fee competition. CoinShares' decision to reduce BITC's management fee to 0.15% reflects the Group's ability to leverage its vertically integrated infrastructure, operational efficiency, and market-leading scale to deliver institutional-grade products at increasingly competitive price points. 

Commitment to Quality and Accessibility

CoinShares has consistently maintained that broad adoption of digital assets as an investment class requires two elements: institutional-quality products and accessible pricing. The BITC fee reduction advances both objectives.

"Our investors, whether portfolio managers, wealth advisors, or self-directed retail clients,  deserve access to Bitcoin exposure at fee levels that reflect the maturity of this market," said Romain Barrot, Head of European ETP Products at CoinShares. "BITC now offers one of the most competitive fee structures among established, physically-backed Bitcoin ETPs in Europe, without compromising on the security, liquidity, or operational standards our clients expect."

Product Details

• Product: CoinShares Bitcoin ETP
• Ticker: BITC
• ISIN: GB00BLD4ZL17
• Structure: Physically-backed
• New Management Fee: 0.15% (15 bps)
• Effective Date: Immediate:
• Listings: Xetra, SIX Swiss Exchange, Euronext Paris, Euronext Amsterdam, LSE, Borsa Italiana
  

About CoinShares

CoinShares is a leading global digital asset manager that delivers a broad range of financial services across investment management, trading, and securities to a wide array of clients that include corporations, financial institutions, and individuals. Founded in 2013, the firm is headquartered in Jersey, with offices in France, Stockholm, the UK, and the US. CoinShares is regulated in Jersey by the Jersey Financial Services Commission, in France by the Autorité des marchés financiers, and in the US by the Securities and Exchange Commission, National Futures Association and Financial Industry Regulatory Authority. CoinShares is publicly listed on the Nasdaq Stockholm under the ticker CS and the OTCQX under the ticker CNSRF.

For more information on CoinShares, please visit: https://coinshares.com 
Company  | +44 (0)1534 513 100 | enquiries@coinshares.com 
Investor Relations | +44 (0)1534 513 100 | enquiries@coinshares.com

Press ContactCoinSharesBenoît Pellevoizin

bpellevoizin@coinshares.com

M Group Strategic CommunicationsPeter Padovano

coinshares@mgroupsc.com

NOTICE IS HEREBY GIVEN that a general meeting of the Company (in this Notice of Scheme General Meeting, the “Scheme General Meeting”) will be held at 2nd Floor, 2 Hill Street, St Helier Jersey JE2 4UA on 19 March 2026 at 9.15 a.m. (or, if later, as soon thereafter as the Jersey Court Meeting (as defined in the scheme circular published today by the Company (the “Scheme Document”) of which this Notice of Scheme General Meeting forms part) concludes or is adjourned) for the purpose of considering and, if thought fit, passing the following resolution which will be proposed as a special resolution. The Scheme General Meeting will be a combined physical and online meeting (hybrid meeting), with the ability for CoinShares Shareholders to attend and participate in person or online through the electronic facilities that are being made available via the Computershare online meeting platform (the “Virtual Meeting Platform”).

Unless the context requires otherwise, any capitalised term used but not defined in this Notice of Scheme General Meeting shall have the meaning given to such term in the Scheme Document of which this Notice of Scheme General Meeting forms part.

SPECIAL RESOLUTION

THAT:

1. 1. 1. for the purpose of giving effect to the scheme of arrangement dated 18 February 2026 between the Company and the Scheme Shareholders (as defined in the said scheme), a print of which has been produced to this meeting and, for the purposes of identification, signed by the Chair thereof, in its original form or with or subject to such modification, addition or condition proposed by the Company and approved or imposed by the Court (the “Scheme”), the directors of the Company (or a duly authorised committee thereof) be authorised to take all such action as they may consider necessary or appropriate for carrying the Scheme into effect;
      2. with effect from the passing of this resolution, the articles of association of the Company be and are hereby amended by the adoption and inclusion of the following new Article 35:

“35.      SHARES NOT SUBJECT TO SCHEME OF ARRANGEMENT

35.1     In this Article, references to the "Scheme" are to the scheme of arrangement between the Company and the Scheme Shareholders (as defined in the Scheme) dated 18 February 2026 (with or subject to any modification, addition or condition approved or imposed by the Court and agreed by the Company to implement the direct or indirect acquisition of the entire issued and to be issued share capital of the Company (other than the Excluded Shares (as defined in the Scheme)) by Odysseus (Cayman) Limited (“Odysseus Cayman”)) under Article 125 of the Companies (Jersey) Law 1991 and terms defined in the Scheme shall (unless otherwise defined in these Articles) have the same meanings in this Article.

35.2     Notwithstanding any other provision of these Articles or the terms of any resolution whether ordinary or special passed by the Company in general meeting, if the Company issues any shares (other than to Odysseus Cayman (or its nominee(s))) at or prior to the Scheme Record Time such shares shall be issued subject to the terms of the Scheme and the original or subsequent holder or holders of such shares shall be bound by the Scheme accordingly. 

35.3     Notwithstanding any other provision of these Articles, if any shares are issued or transferred out of treasury to any person other than Odysseus Cayman (or its nominee(s)) (i) before the Scheme Record Time (but after the Voting Record Time) and (ii) at or after the Scheme Record Time (each a “Post-Scheme Share”) they will, provided that the Scheme has become effective, be immediately transferred to Odysseus Cayman (or as Odysseus Cayman may otherwise direct) in exchange for the issue or transfer to the relevant allottees of such number of New Odysseus Holdings Shares based on the Equity Exchange Ratio, as if each such share had been a Scheme Share.

35.4     Notwithstanding any other provisions of these Articles, subject to the Scheme becoming Effective, the rights and entitlements which would otherwise be exercisable in respect of or attach to any Scheme Restricted Shares will not be exercisable or apply in respect of such Scheme Restricted Shares for as long as a direct or indirect interest holder in such Scheme Restricted Shares is a Sanctions Disqualified Shareholder including, without limitation:

35.4.1  the right to receive notice of, be present at or to vote (either in person or by representative or proxy) at any general meeting or at any separate meeting of the holders of any class of shares or on any poll or to exercise any other right conferred by membership in relation to any such meeting or poll, and any votes purported to be cast by or on behalf of such member in respect of the Scheme Restricted Shares at a general meeting or at a separate meeting of the holders of a class of shares will be disregarded;

35.4.2  the right to receive notices or documents (including, without limitation, share certificates, annual reports, accounts and resolutions) from or in respect of the Company;

35.4.3  the right to transfer such Scheme Restricted Shares or have such transfer be registered and any purported transfer of such Scheme Restricted Shares will be void;

35.4.4  the right to a further issuance of shares in respect of any such Scheme Restricted Shares or in pursuance of an offer made to the holders of shares in the Company; and

35.4.5  any right to receive payment of sums due from the Company on such Scheme Restricted Shares, whether in respect of distributions, of capital pursuant to any share buyback or otherwise and any such payment or other money payable in respect of such Scheme Restricted Shares shall be withheld by the Company, which shall not have any obligation to pay interest on it, and be paid into a blocked or frozen account (as applicable) in accordance with applicable Sanctions.

35.5     Subject to the Scheme becoming Effective, upon each direct and indirect interest holder of Scheme Restricted Shares ceasing to be a Sanctions Disqualified Shareholder or Odysseus Cayman having obtained the requisite licences in accordance with all applicable Sanctions to acquire such Scheme Restricted Shares in the manner set out in this Article 35 (at such point, such shareholder becoming a “Non-Restricted Holder” and such shares becoming “Non-Restricted Shares”), Odysseus Cayman may, in its sole and unfettered discretion, serve written notice on the Non-Restricted Holder obliging it to transfer each such Non-Restricted Share immediately to Odysseus Cayman (or as it may direct) free from all Encumbrances. Such transfer shall be in exchange for the issue and transfer to the Non-Restricted Holder of such number of New Odysseus Holdings Shares based on the Equity Exchange Ratio (subject to Article 35.6), as if such Non-Restricted Share had been a Scheme Share. Any amounts withheld by the Company pursuant to Article 35.4.5 shall also be released to the Non-Restricted Holder upon the later of (i) the transfer of such Non-Restricted Shares to Odysseus Cayman (or as it may direct) or (ii) the satisfaction of any remaining Sanctions restrictions in respect of the payment of such amounts.

35.6     On any reorganisation of, or material alteration to, the share capital of the Company (including, without limitation, any subdivision and/or consolidation) carried out after the Effective Date, the value of the consideration per Post-Scheme Share to be paid under Article ‎35.3 shall be adjusted by the Company in such manner as the auditors of the Company or an independent investment bank selected by the Company may determine to be appropriate to reflect such reorganisation or alteration. References in this Article to such shares shall, following such adjustment, be construed accordingly.

35.7     To give effect to any such transfer required by this Article, the Company may appoint any person as attorney and/or agent for the relevant new member to execute a form of transfer on behalf of the new member in favour of Odysseus Cayman and/or one or more of its nominee(s) and to do all such things and execute and deliver such documents as may, in the opinion of the agent, be necessary or desirable to vest such shares in Odysseus Cayman and/or one or more of its nominee(s). Pending the registration of Odysseus Cayman and/or one or more of its nominee(s) as the holder of any share to be transferred pursuant to this article, Odysseus Cayman shall be empowered to appoint a person nominated by the board of Directors to act as attorney or agent on behalf of each holder of any such share in accordance with such directions as Odysseus Cayman and/or one or more of its nominee(s) may give in relation to any dealings with or disposal of such share (or any interest therein), exercising any rights attached thereto or receiving any distribution or other benefit accruing or payable in respect thereof and the registered holder of such share shall exercise all rights attaching thereto in accordance with the directions of Odysseus Cayman and/or one or more of its nominee(s) but not otherwise. If an attorney or agent is so appointed, the new member shall not thereafter (except to the extent that the attorney or agent fails to act in accordance with the directions of Odysseus Cayman and/or one or more of its nominee(s)) be entitled to exercise any rights attaching to the Post-Scheme Shares unless so agreed by Odysseus Cayman and/or one or more of its nominee(s).

35.8     With effect from the Transfer Time, any person appointed by Odysseus Cayman may execute and deliver such documents or provide such instructions or notices on behalf of a Sanctions Disqualified Shareholder as may be necessary to dematerialise any shares held by that Sanctions Disqualified Shareholder or otherwise cancel entitlements to such shares held within the CREST system so as to cause such shares to become certificated holdings.

35.9     Notwithstanding any other provision of these Articles, both the Company and the Board may refuse to register the transfer of any shares between the Scheme Record Time and the Effective Date other than to Odysseus Cayman and/or one or more of its nominee(s) pursuant to the Scheme.

35.10   If the Scheme shall not have become effective by the date referred to in clause 7(B) of the Scheme (or such later date (if any) as Odysseus Cayman and the Company may agree and the Court may allow, if such consent is required), this Article shall be of no effect.”

1. 1. 1. subject to and conditional upon the Scheme becoming Effective, pursuant to Article 16 of the Companies (Jersey) Law 1991, the Company changes its status to become a private company; and
      2. subject to and conditional upon the Scheme becoming Effective, the New CoinShares Articles (as made available on CoinShares’ website at https://investor.coinshares.com/us-listing) be approved and adopted as the articles of association of the Company in substitution for and to the exclusion of the existing articles of association of the Company.

18 February 2026

By order of the Board of COINSHARES INTERNATIONAL LIMITED
2^nd Floor2 Hill StreetSt HelierJersey

JE2 4UA

Notes:

1. The Scheme General Meeting will take place using a hybrid format incorporating physical and online participation via the Virtual Meeting Platform.
2. Scheme Shareholders and CoinShares Shareholders that intend to participate in the Scheme General Meeting remotely should refer to the further details provided below in relation to the Virtual Meeting Platform and also in the Virtual Meeting Guide.
3. CoinShares Shareholders will be given the opportunity to remotely attend, submit questions and vote at the Scheme General Meeting via the Virtual Meeting Platform.
4. CoinShares Shareholders can access the Virtual Meeting Platform for the Scheme General Meeting by visiting meetnow.global/COIJGM2026 on a device which is compatible with the latest browser versions of Chrome, Firefox, Edge or Safari and can be accessed using a personal computer, smartphone or tablet device. To remotely attend, submit questions and/or vote at the Scheme General Meeting using this method, please go to meetnow.global/COIJGM2026.
5. Once you have accessed meetnow.global/COIJGM2026 from your web browser, you will be prompted to enter your Shareholder Reference Number (SRN) and PIN number. Your SRN can be found on a share certificate or dividend confirmation (tax voucher), or alternatively, please call Computershare on the Shareholder Helpline, +44 (0) 370 707 4040 or email #jeregistryrms@computershare.co.je to access your SRN and unique PIN number. If you are an appointed proxy or a corporate representative you will be required to have a unique invite code to attend the Scheme General Meeting. These credentials will be issued one Business Day prior to the Scheme General Meeting, conditional on evidence of your proxy appointment or corporate representative appointment having been received and accepted. If you have not been provided with your meeting access credentials, please contact Computershare no later than 1 hour before the start of the Scheme General Meeting.
6. Access to the Scheme General Meeting via the Virtual Meeting Platform will be available from 8.45 a.m. on 19 March 2026, as further detailed below. If you are unable to access your SRN and PIN, please call Computershare on the Shareholder Helpline, +44 (0) 370 707 4040 (calls are charged at the standard geographic rate and will vary by provider; calls from outside Jersey will be charged at the applicable international rate) or email #jeregistryrms@computershare.co.je. The Shareholder Helpline is open between 8.30 a.m. to 5.30 p.m. Monday to Friday, excluding Jersey public holidays. Please note that Computershare cannot provide comments on the merits of the Scheme or provide any financial, legal or tax advice, and calls may be recorded and monitored for security and training purposes.
7. Although access to the meetings will be available from 8.45 a.m. on 19 March 2026, voting functionality will not be enabled until the Chair of the Scheme General Meeting declares the poll open. Shareholders will be permitted to submit questions (via the Virtual Meeting Platform) during the course of the Scheme General Meeting. During the Scheme General Meeting, you must ensure you are connected to the internet at all times in order to submit questions and vote when the Chair commences polling. Therefore, it is your responsibility to ensure connectivity for the duration of the Scheme General Meeting via your wireless or other internet connection. The Virtual Meeting Guide contains further information on remotely accessing and participating in the Scheme General Meeting via the Virtual Meeting Platform online and is available on the Company’s website at https://investor.coinshares.com/us-listing.
8. If you experience any technical issues with the Virtual Meeting Platform you may either call Computershare on the Shareholder Helpline, or once you have entered the Virtual Meeting Platform for the Scheme General Meeting, you can raise a question using the chat function. If you have technical issues prior to the start of the meeting you should contact Computershare on the Shareholder Helpline.
9. Under the CoinShares Articles, a majority of not less than sixty-seven per cent of those voting at the Scheme General Meeting in person (or remotely via the Virtual Meeting Platform) or by proxy is required to vote in favour of the resolution.
10. CoinShares Shareholders entitled to attend and vote at the Scheme General Meeting are entitled to appoint one or more proxies to exercise all and any of their rights to attend, to speak and to vote on their behalf at the Scheme General Meeting. Where a member appoints more than one proxy in relation to the Scheme General Meeting, each proxy must be appointed to exercise the rights attached to a different share or shares held by that member. A proxy need not be a member of the Company but must attend the Scheme General Meeting in person (or remotely via the Virtual Meeting Platform).
11. In the case of joint holders, the vote of the senior who tenders a vote, whether in person (or remotely via the Virtual Meeting Platform) or by proxy will be accepted to the exclusion of the votes of any other joint holders and for this purpose seniority will be determined by the order in which the names are recorded in the Company’s register of members.
12. If you wish to appoint a proxy, please use the WHITE form of proxy made available on CoinShares website at https://investor.coinshares.com/us-listing. In the case of joint shareholders, only one need sign the WHITE form of proxy. The completion and return of the WHITE form of proxy will not stop you from attending, speaking and voting either in person or via the Virtual Meeting Platform at the Scheme General Meeting should you wish to do so and are so entitled. If you have appointed a proxy and attend the Scheme General Meeting and vote in person or via the Virtual Meeting Platform, your proxy appointment will automatically be terminated.
13. To be valid, the WHITE form of proxy, together with any power of attorney or other authority under which it is signed, or a duly certified copy thereof, must be received at the offices of Computershare at Computershare Investor Services (Jersey) Limited c/o The Pavilions, Bridgwater Road, Bristol BS99 6ZY either: (i) by post or (ii) (during normal business hours only) by hand, by no later than 9.15 a.m. on 17 March 2026 in order to be considered valid or, if the meeting is adjourned, by the time which is 48 hours before the time of the adjourned meeting. Alternatively, you may send any document or information relating to proxies to the electronic address indicated on the form of proxy. In the case of a shareholder which is a corporation, the form of proxy must be executed under its common seal or under the hand of some officer or attorney or other person duly authorised in that behalf. To appoint more than one proxy using a form of proxy you may print multiple copies of the form of proxy.
14. Alternatively, a member may appoint a proxy electronically by visiting www.investorcentre.co.uk/eproxy. To be valid, your proxy appointment and instructions must be received by no later than the deadline set out in note 12 above. A proxy need not be a member of the Company, and the appointment of a proxy does not preclude you from attending and voting in person or via the Virtual Meeting Platform at the meeting should you wish to do so.
15. Please indicate the proxy holder’s name and the number of shares in relation to which they are authorised to act as your proxy (which, in aggregate, should not exceed the number of shares held by you). Please also indicate if the proxy instruction is one of multiple instructions being given. If possible, all forms should be returned together in the same envelope.
16. To change your proxy instructions, simply submit a new proxy appointment using the methods set out above. Note that the cut-off time for receipt of proxy appointments (see above) also applies in relation to amended instructions: any amended proxy appointment received after the relevant cut-off time will be disregarded.
17. If you submit more than one valid proxy appointment in respect of the same shares, the appointment received last before the latest time for the receipt of proxies will take precedence.
18. In order to revoke a proxy instruction, you will need to inform the Company by sending a signed notice clearly stating your intention to revoke your proxy appointment to Computershare at Computershare Investor Services (Jersey) Limited c/o The Pavilions, Bridgwater Road, Bristol BS99 6ZY. In the case of a member that is a company, the revocation notice must be executed under its common seal or signed on its behalf by an officer of the company or a duly appointed attorney for the company. Any power of attorney or any other authority under which the revocation notice is signed (or a duly certified copy of such power or authority) must be included with the revocation notice. The revocation notice must be received by Computershare no later than 9.15 a.m. on 17 March 2026. If you attempt to revoke your proxy appointment but the revocation is received after the time specified, then your proxy appointment will remain valid.
19. Shares held in uncertificated form (i.e. in CREST) may be voted through the CREST Proxy Voting Service in accordance with the procedures set out in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.
20. In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a ‘CREST Proxy Instruction’) must be properly (under CREST participant ID 3RA50) authenticated in accordance with CREST’s specifications and must contain the information required for such instructions, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the issuer’s agent by 9.15 a.m. on 17 March 2026. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Application Host) from which the issuer’s agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
21. CREST members and, where applicable, their CREST sponsors or voting service providers should note that CREST does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his or her or its CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In connection with this, CREST members and, where applicable, their CREST sponsors or voting service provider(s) are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
22. Unless otherwise indicated on the Form of Proxy, CREST voting or any other electronic voting channel instruction, the proxy will vote as they think fit or, at their discretion, withhold from voting.
23. The Directors of the Company will interpret any ambiguous proxy appointments. The Chair of the Scheme General Meeting will, in his capacity as proxy, interpret any voting instructions he receives. Their respective determinations shall be final.
24. The Company, pursuant to Article 40 of the Companies Uncertificated Securities (Jersey) Order 1999, specifies that only those members registered in the register of members of the Company as at than 6.30 p.m. on 17 March 2026 or, in the event that the Scheme General Meeting is adjourned, in the Company’s register of members 48 hours before the time of any adjourned meeting(s) (excluding any part of such 48-hour period falling on a non-working day), shall be entitled to attend or vote at the Scheme General Meeting or any adjournment thereof in respect of the number of shares registered in their name at that time. Changes to the Company’s register of members after that time will be disregarded in determining the rights of any person to attend or vote at the Scheme General Meeting or any adjournment thereof.
25. As at the Latest Practicable Date, the Company’s issued share capital comprised 66,678,210 ordinary shares of £0.000495 each carrying one vote each and 1,139,537 shares held in treasury. Therefore, the total voting rights of the Company as at the Latest Practicable Date are 65,538,673 (excluding shares held in treasury).
26. Any member attending the Scheme General Meeting has a right to ask questions. Questions will be moderated before being put to the Chair of the Meeting to avoid repetition and ensure that the questions relate to the formal business of the Meeting. Where a number of similar questions have been asked, these will be grouped accordingly. The Company must cause to be answered any such question relating to the business being dealt with at the Scheme General Meeting but no such answer need be given if: (a) to do so would interfere unduly with the preparation for the Scheme General Meeting or involve the disclosure of confidential information; (b) the answer has already been given on a website in the form of an answer to a question; (c) no response is required to be provided under Jersey Companies Law; or (d) it is undesirable in the interests of CoinShares or the good order of the Scheme General Meeting that the question be answered.
27. Voting on the resolution at the Scheme General Meeting will be conducted by a poll rather than a show of hands. Every member who is present or by proxy shall, on a poll, have one vote for each share of which he or she or it is the holder. Please note that only CoinShares Shareholders who are not Sanctions Disqualified Shareholders and validly appointed proxies attending the Scheme General Meeting in person (or remotely via the Virtual Meeting Platform) will be eligible to vote on the resolutions outlined above.
28. Beneficial owners of shares who have been nominated by their registered holders of shares are advised that, in order to vote at the forthcoming Scheme General Meeting, they must issue an instruction to the registered holder of their shares. CoinShares can only accept instructions from registered holders of its shares and it would therefore be unable to act upon any instructions received from nominated persons.

About CoinShares
CoinShares is a leading global digital asset manager that delivers a broad range of financial services across investment management, trading, and securities to a wide array of clients that include corporations, financial institutions, and individuals. Founded in 2013, the firm is headquartered in Jersey, with offices in France, Stockholm, the UK, and the US. CoinShares is regulated in Jersey by the Jersey Financial Services Commission, in France by the Autorité des marchés financiers, and in the US by the Securities and Exchange Commission, National Futures Association and Financial Industry Regulatory Authority. CoinShares is publicly listed on the Nasdaq Stockholm under the ticker CS and the OTCQX under the ticker CNSRF.

For more information on CoinShares, please visit: https://coinshares.com
Company | +44 (0)1534 513 100 | enquiries@coinshares.com
Investor Relations | +44 (0)1534 513 100 | enquiries@coinshares.com

PRESS CONTACT

CoinSharesBenoît Pellevoizin

bpellevoizin@coinshares.com

M Group Strategic CommunicationsPeter Padovano

coinshares@mgroupsc.com

The information was submitted for publication, through the agency of the contact persons set out above, at 08:00 CET on 18 February 2026.

IN THE ROYAL COURT OF JERSEY           File No. 2026/025

SAMEDI DIVISION

IN THE MATTER OF COINSHARES INTERNATIONAL LIMITED

and

IN THE MATTER OF THE JERSEY COMPANIES LAW

NOTICE IS HEREBY GIVEN that, by an Order dated 17 February 2026 made in the above matters, the Court has given permission for CoinShares International Limited (the “Company”) to convene a meeting (the “Jersey Court Meeting”) of the Scheme Shareholders (as defined in the Scheme of Arrangement referred to below), for the purpose of considering and, if thought fit, approving (with or without modification) a Scheme of Arrangement pursuant to Article 125 of the Companies Jersey Law 1991, (as amended) (the “Jersey Companies Law”) proposed to be made between the Company and the Scheme Shareholders (as defined in the Scheme of Arrangement) and that such meeting will be held at 2nd Floor, 2 Hill Street, St Helier Jersey JE2 4UA on 19 March 2026, at 9.00 a.m. at which place and time all holders of the Scheme Shares are requested to attend.  The Jersey Court Meeting will be a combined physical and online meeting (hybrid meeting), with the ability for Scheme Shareholders to attend and participate in person or online through the electronic facilities that are being made available via the Computershare online meeting platform (the “Virtual Meeting Platform”). A copy of the Scheme of Arrangement and a copy of the explanatory statement required to be published pursuant to Article 126 of the Jersey Companies Law are incorporated in the scheme circular published today by the Company (“Scheme Document”) and of which this notice forms part.

Unless the context requires otherwise, any capitalised term used but not defined in this notice shall have the meaning given to such term in the Scheme Document of which this notice forms part.

Voting on the resolution to support or oppose the Scheme will be by way of a poll, which shall be conducted as the Chair of the Jersey Court Meeting may determine.

1. 1. 1. Right to appoint a proxy: procedure for appointment

Scheme Shareholders entitled to attend and vote at the meeting may vote in person (or remotely via the Virtual Meeting Platform) at the Jersey Court Meeting or they may appoint another person, whether a member of CoinShares or not, as their proxy to attend and vote in their place.

Voting at the Jersey Court Meeting will be by poll which shall be conducted as the Chair of the Jersey Court Meeting may determine. It is important that, for the Jersey Court Meeting, as many votes as possible are cast so that the Court may be satisfied that there is a fair representation of opinion of Scheme Shareholders. Scheme Shareholders are strongly urged to submit proxy appointments and instructions for the Jersey Court Meeting as soon as possible, using any of the methods (by post, online or electronically through CREST) set out below. Doing so will not prevent you from attending, speaking and voting in person (or remotely via the Virtual Meeting Platform) at the Jersey Court Meeting if you wish and are entitled to do so. A proxy need not be a member of the Company, and the appointment of a proxy does not preclude you from attending or voting in person (or remotely via the Virtual Meeting Platform) at the meeting should you wish to do so.

Where CoinShares Shares are registered in the name of Euroclear Sweden, Euroclear Sweden will not itself exercise voting rights in respect of those shares.  Euroclear Sweden has submitted to CoinShares a certificate of nomination, appointing each of the persons listed in Euroclear Sweden’s register of account holders for CoinShares from time to time (the “Euroclear Sweden Registered Holders”) as Euroclear Sweden’s proxy for the purposes of the Jersey Court Meeting and the Scheme General Meeting, entitling Euroclear Sweden Registered Holders to enjoy and exercise all rights of Euroclear Sweden in relation to the Jersey Court Meeting and the Scheme General Meeting as if such person was a registered member of CoinShares, including to attend, speak and vote.  The provisions contained in this Notice of Jersey Court Meeting applicable to registered holders of CoinShares Shares shall therefore apply to Euroclear Sweden Registered Holders as if they were registered holders of CoinShares Shares. The relevant Euroclear Sweden Registered Holders are therefore strongly urged to vote at the Jersey Court Meeting by completing and returning the Form of Proxy in accordance with the instructions printed thereon as soon as possible. If you are unsure as to whether you are a Euroclear Sweden Registered Holder, please contact the Shareholder Helpline operated by CoinShares’ registrars, Computershare by calling +44 (0) 370 707 4040. If you beneficially own CoinShares Shares and you are not a Euroclear Sweden Registered Holder, you may need to contact your broker, bank, trust or other nominee for details on how to vote such beneficially held shares at the Meetings.

A BLUE Form of Proxy for use at the Jersey Court Meeting has been made available at CoinShares website at https://investor.coinshares.com/us-listing. Instructions for its use are set out on the form. It is requested that the BLUE Form of Proxy (together with any power of attorney or other authority, if any, under which it is signed, or a duly certified copy thereof) be returned to CoinShares’ registrars, Computershare, at Computershare Investor Services (Jersey) Limited c/o The Pavilions, Bridgwater Road, Bristol BS99 6ZY either: (i) by post or (ii) (during normal business hours only) by hand, to be received not later than 9.00 a.m. on 17 March 2026 or, in the case of an adjournment of the Jersey Court Meeting, not less than 48 hours (excluding any part of such 48-hour period falling on a non-working day) before the time and date set for the adjourned Jersey Court Meeting. However, if not so lodged, BLUE Forms of Proxy (together with any such authority, if applicable) may be handed to the Chair of the Jersey Court Meeting or to CoinShares’ registrars, Computershare, on behalf of the Chair of the Jersey Court Meeting, before the start of the Jersey Court Meeting and will be valid.

Scheme Shareholders entitled to attend and vote at the Jersey Court Meeting who hold their shares through CREST may appoint a proxy using the CREST proxy voting service. Proxies submitted using the CREST Proxy Voting Service must be transmitted so as to be received by CoinShares’ registrars, Computershare, (under CREST participant ID 3RA50) not later than 9.00 a.m. on 17 March 2026 (or, in the case of an adjournment of the Jersey Court Meeting, not less than 48 hours (excluding any part of such 48-hour period falling on a non-working day) before the time and date set for the adjourned Jersey Court Meeting). For this purpose, the time of receipt will be taken to be the time from which CoinShares’ registrars, Computershare, are able to retrieve the message by enquiry to CREST.

As an alternative to completing and returning the printed BLUE Form of Proxy or appointing a proxy through CREST, Scheme Shareholders entitled to attend and vote at the Jersey Court Meeting may appoint a proxy electronically by logging on to the following website: www.investorcentre.co.uk/eproxy or registering if you have not previously done so. To register, Scheme Shareholders will need their Shareholder Reference Number (SRN) which is printed on their share certificate or is available from CoinShares’ registrars, Computershare by calling the Shareholder Helpline or emailing #jeregistryrms@computershare.co.je. For an electronic proxy appointment to be valid, the appointment must be received by CoinShares’ registrars, Computershare, no later than 9.00 a.m. on 17 March 2026 (or, in the case of an adjournment of the Jersey Court Meeting, not less than 48 hours (excluding any part of such 48-hour period falling on a non-working day) before the time and date set for the adjourned Jersey Court Meeting).

If you have not appointed a proxy online or electronically by the time above, you may hand a BLUE Form of Proxy to the Chair of the Jersey Court Meeting or to CoinShares’ registrars, Computershare, on behalf of the Chair of the Jersey Court Meeting, before the start of the Jersey Court Meeting and it will be valid.

Please note that only Scheme Shareholders who are not Sanctions Disqualified Shareholders and validly appointed proxies attending the Jersey Court Meeting in person (or remotely via the Virtual Meeting Platform) will be eligible to vote on the resolutions outlined above.

Completion and return of a Form of Proxy, or the appointment of a proxy electronically or using CREST (or any other procedure described in the Scheme Document of which this notice forms part), will not prevent a Scheme Shareholder from attending, speaking and voting either in person or via the Virtual Meeting Platform at the Jersey Court Meeting, or any adjournment thereof, if such Scheme Shareholder wishes and is entitled to do so.

Entitlement to attend and vote at the Jersey Court Meeting, or any adjournment thereof, and the number of votes which may be cast at the Jersey Court Meeting will be determined by reference to the register of members of CoinShares at 6.30 p.m. on 17 March 2026 (or, if the meeting is adjourned, 6.30 p.m. on the date which is two days before the date fixed for the adjourned Jersey Court Meeting (excluding any non-working day). Changes to the register of members of CoinShares after such time will be disregarded in determining the rights of any person to attend and vote at the Jersey Court Meeting.

In the case of joint holders of Scheme Shares, any one such joint holder may tender a vote, whether in person (or remotely via the Virtual Meeting Platform) or by proxy, at the Jersey Court Meeting, however, the vote of the senior who tenders a vote whether in person (or remotely via the Virtual Meeting Platform) or by proxy will be accepted to the exclusion of the votes of the other joint holder(s) and for this purpose seniority will be determined by the order in which the names stand in the register of members of CoinShares in respect of the joint holding.

1. 1. 1. Corporate Representatives

As an alternative to appointing a proxy, any Scheme Shareholder which is a corporation may appoint one or more corporate representatives who may exercise on its behalf all its power as a member, provided that if two or more corporate representatives purport to vote in respect of the same shares, if they purport to exercise the power in the same way as each other, the power is treated as exercised in that way, and in other cases the power is treated as not exercised.

1. 1. 1. Instructions for accessing the Virtual Meeting Platform

Scheme Shareholders entitled to attend and vote at the Jersey Court Meeting will be given the opportunity to remotely attend, submit questions and vote at the Jersey Court Meeting via the Virtual Meeting Platform.

Scheme Shareholders entitled to attend and vote at the Jersey Court Meeting can access the Virtual Meeting Platform for the Jersey Court Meeting by visiting meetnow.global/COIJCM2026 on a device which is compatible with the latest browser versions of Chrome, Firefox, Edge or Safari, and can be accessed using a personal computer, tablet or smartphone device. To attend remotely, submit questions and/or vote at the Jersey Court Meeting using this method, please go to meetnow.global/COIJCM2026.

Once you have accessed meetnow.global/COIJCM2026 from your web browser, you will be prompted to enter your Shareholder Reference Number (SRN) and PIN number. If you are not in receipt of your SRN this can be found on a share certificate or dividend confirmation (tax voucher), or alternatively, please call Computershare on +44 (0) 370 707 4040 (the “Shareholder Helpline”) or email #jeregistryrms@computershare.co.je to access your SRN and unique PIN number. If you are an appointed proxy or a corporate representative you will be required to have a unique invite code to attend the Jersey Court Meeting. These credentials will be issued one Business Day prior to the Jersey Court Meeting, conditional on evidence of your proxy appointment or corporate representative appointment having been received and accepted. If you have not been provided with your meeting access credentials, please contact Computershare no later than 1 hour before the start of the Jersey Court Meeting.

Access to the Jersey Court Meeting via the Virtual Meeting Platform will be available from 8.30 a.m. on 19 March 2026, as further detailed below. If you are unable to access your SRN and PIN, please call Computershare on the Shareholder Helpline or email #jeregistryrms@computershare.co.je. Calls are charged at the standard geographic rate and will vary by provider; calls from outside Jersey will be charged at the applicable international rate. The Shareholder Helpline is open between 8.30 a.m. to 5.30 p.m. Monday to Friday, excluding Jersey public holidays. Please note that Computershare cannot provide comments on the merits of the Scheme or provide any financial, legal or tax advice, and calls may be recorded and monitored for security and training purposes.

Although access to the Jersey Court Meeting will be available from 8.30 a.m. on 19 March 2026, voting functionality via the Virtual Meeting Platform will not be enabled until the Chair of the Jersey Court Meeting declares the poll open. Scheme Shareholders will be permitted to submit questions (via the Virtual Meeting Platform) during the course of the Jersey Court Meeting. The same function may be used to submit any objections Scheme Shareholders may have to the Scheme at the Jersey Court Meeting. Scheme Shareholders may also submit questions to be considered at the Jersey Court Meeting at any time up to 48 hours before the Jersey Court Meeting by emailing corporateservices@coinshares.com. Questions will be moderated before being put to the Chair of the Jersey Court Meeting to avoid repetition and ensure that the questions relate to the formal business of the Jersey Court Meeting. Where a number of similar questions have been asked, these will be grouped accordingly. The Chair of the Jersey Court Meeting will ensure that all such questions and/or any objections relating to the formal business of the Jersey Court Meeting are addressed during the relevant meeting, but no such answer need be given if (a) to do so would interfere unduly with the preparation for the Jersey Court Meeting or involve the disclosure of confidential information; (b) the answer has already been given on a website in the form of an answer to a question; (c) no response is required to be provided under the Jersey Companies Law;  or (d) in circumstances where the provision of a response would, at the Chair’s discretion, otherwise be undesirable in the interests of CoinShares or the good order of the Jersey Court Meeting.

If attending the Jersey Court Meeting via the Virtual Meeting Platform, you must ensure you are connected to the internet at all times during the Jersey Court Meeting in order to submit questions and/or any objections and vote when the Chair commences polling. Therefore, it is your responsibility to ensure connectivity for the duration of the Jersey Court Meeting via your wireless or other internet connection. The Virtual Meeting Guide contains further information on remotely accessing and participating in the Meetings online and is available on CoinShares’ website at https://investor.coinshares.com/us-listing.

If you experience any technical issues with the Virtual Meeting Platform you may either call Computershare on the Shareholder Helpline, or once you have entered the Virtual Meeting Platform for the Jersey Court Meeting, you can raise a question using the chat function. If you have technical issues prior to the start of the meeting you should contact Computershare on the Shareholder Helpline.

By the said Order, the Court has appointed Jean-Marie Mognetti, or failing him, any other director of CoinShares to act as Chair of the Jersey Court Meeting and has directed the Chair to report the result thereof to the Court.

The said Scheme of Arrangement will be subject to the subsequent sanction of the Court.

Dated 18 February 2026

Carey Olsen Jersey LLP
Jersey law solicitors for CoinShares47 Esplanade St Helier

Jersey JE1 0BD

1. The statement of rights of Scheme Shareholders (as defined in the Scheme of Arrangement referred to above) in relation to the appointment of proxies described in this Notice of Jersey Court Meeting does not apply to nominated persons (as defined below). Such rights can only be exercised by Scheme Shareholders.
2. Any person to whom this notice is sent who is a person with information rights (a “nominated person”) may, under an agreement between them and the member by whom they were nominated have a right to be appointed (or to have someone else appointed) as a proxy for the Jersey Court Meeting. If a nominated person has no such proxy appointment right or does not wish to exercise it, they may, under any such agreement, have a right to give instructions to the member as to the exercise of voting rights.
3. Beneficial owners of shares who have been nominated by their registered holders of shares are advised that, in order to vote at the forthcoming Jersey Court Meeting, they must issue an instruction to the registered holder of their shares. CoinShares can only accept instructions from registered holders of its shares and it would therefore be unable to act upon any instructions received from nominated persons.

About CoinShares
CoinShares is a leading global digital asset manager that delivers a broad range of financial services across investment management, trading, and securities to a wide array of clients that include corporations, financial institutions, and individuals. Founded in 2013, the firm is headquartered in Jersey, with offices in France, Stockholm, the UK, and the US. CoinShares is regulated in Jersey by the Jersey Financial Services Commission, in France by the Autorité des marchés financiers, and in the US by the Securities and Exchange Commission, National Futures Association and Financial Industry Regulatory Authority. CoinShares is publicly listed on the Nasdaq Stockholm under the ticker CS and the OTCQX under the ticker CNSRF.

For more information on CoinShares, please visit: https://coinshares.com
Company | +44 (0)1534 513 100 | enquiries@coinshares.com
Investor Relations | +44 (0)1534 513 100 | enquiries@coinshares.com

PRESS CONTACT

CoinSharesBenoît Pellevoizin

bpellevoizin@coinshares.com

M Group Strategic CommunicationsPeter Padovano

coinshares@mgroupsc.com

The information was submitted for publication, through the agency of the contact persons set out above, at 08:00 CET on 18 February 2026.

17^th February 2026 | SAINT HELIER, Jersey | CoinShares International Limited (“CoinShares'', “the Company” or “the Group”) (Nasdaq Stockholm: CS; US OTCQX: CNSRF), a global asset manager specialising in digital assets, has today published an update for the quarter ending 31^st December 2025.

Format of the Q4 2025 update

The format of this announcement and the Q4 update made available today on the Company website differs from previous quarterly updates. As previously communicated, the Company received a waiver from Nasdaq Stockholm in respect of its Q3 2025 earnings report due to its ongoing confidential review process with the U.S. Securities and Exchange Commission (“SEC”). As the SEC review process remains ongoing, the release of a full Q4 2025 earnings report would similarly delay the U.S. business combination process.

Notwithstanding these constraints, the Company remains mindful of its disclosure obligations arising from its listing in Sweden and the importance of keeping the market appropriately informed. This announcement and the Q4 update have therefore been prepared to provide a business update at a level consistent with those obligations, while seeking to preserve the integrity and momentum of the U.S. regulatory process.

The Company expects its full annual report for 2025, to be published or otherwise made available once the audit has been finalised.

Highlights - Q4 2025

Q4 business performance and market movements

Business performance in Q4 2025 broadly tracked developments in the digital asset market. Bitcoin declined to approximately $88k at year end and Ethereum declined to approximately $2.9k from the highs seen in early October which came off the back of a strong Q3 for the Company. AuM and performance over Q4 were consistent with underlying market conditions and comparable to those seen in the first half of 2025.

Regulatory developments

Regulatory frameworks across several European markets continued to evolve in a direction generally perceived to be supportive of broader retail access to digital asset ETPs, including developments in the United Kingdom and France. These changes are structurally supportive of the Group’s long-term distribution strategy.

Product launches

During H2 2025, the Group launched the CoinShares SEI Staking ETP and the CoinShares Toncoin Staking ETP in Europe, and the CoinShares Altcoins ETF (DIME) in the United States.

AuM development

Total gross AuM showed an increase of $1.56bn over the course of Q3 but subsequently declined during Q4 by $2.20bn following negative price action in the final months of the year. The net impact of these moves resulted in year-end closing gross AuM of $7.40bn.

CoinShares Physical ETPs closed the year with total gross AuM of $2.8bn, recording net inflows of $662m across H2 2025 despite price weakness in Q4.

CoinShares XBT Provider recorded continued net outflows during H2 2025, with AuM declining in Q4 in line with underlying digital asset price movements, closing the year at AuM of $2.5bn.

The Block Index and CoinShares U.S. closed the year with gross AuM of $1.33bn and $0.76bn AuM respectively.

U.S. Transaction Progress

The Company continues to work towards completion of the proposed business combination with Vine Hill Capital Investment Corp (“Vine Hill”).

Key developments include:

• Court directions hearing scheduled for 17 February 2026;
• Receipt of irrevocable undertakings representing approximately 80% of issued shares and voting rights; and
• Continued progress in the confidential SEC review process, including submission of an initial draft registration statement on Form F-4 on 21 November and an amended draft on 2 February 2026 in response to comments received from the SEC.

Financial reporting update

The Group’s financial statements, issued in accordance with IFRS accounting standards as adopted by the United Kingdom, for the year ended December 2024, together with the Group’s interim financial statements for the period ended June 2025, each containing comparative information, have been identified as requiring restatement. Such restatements arose in connection with the preparation of the U.S. registration statement, which includes financial statements issued in accordance with IFRS as issued by the IASB. Such financial statements will be available at the time the registration statement is made public in the United States. The restatements, including the quantification of the adjustments and the impact on the Group’s Total Comprehensive Income and Adjusted EBITDA, have been summarised on the Company website.

Dividend

The Board has resolved to pay a dividend for the year ended 31 December 2025 of $0.33 per share, equating to approximately $21.5 million, in advance of completion of the proposed business combination. A further announcement will be made regarding the timing of payment in due course.

For more information on CoinShares, please visit: https://coinshares.comCompany | +44 (0)1534 513 100 | enquiries@coinshares.com

Investor Relations | +44 (0)1534 513 100 | enquiries@coinshares.com

PRESS CONTACT

CoinShares
Benoît Pellevoizin bpellevoizin@coinshares.com

M Group Strategic Communications
Peter Padovano press@coinshares.com

IMPORTANT INFORMATION

General

This communication relates in part to the proposed business combination (the “Business Combination” and the other transactions contemplated by the Business Combination Agreement among CoinShares, Vine Hill, Odysseus Holdings Limited (“Holdco”) and the other parties thereto (collectively, the “Transactions”)) among Vine Hill, CoinShares and Holdco. The information contained herein does not purport to be all-inclusive and none of Vine Hill, CoinShares, Holdco or their respective affiliates makes any representation or warranty, express or implied, as to the accuracy, completeness or reliability of the information contained in this communication.

Additional Information and Where to Find It

In connection with the Transactions, CoinShares, Vine Hill and Holdco plan to file a Registration Statement on Form F-4 (as amended and supplemented from time to time, the “Registration Statement”) with the SEC, which will include a preliminary proxy statement of Vine Hill and a prospectus of Holdco relating to the offer of the securities to be issued to Vine Hill’s securityholders in connection with the completion of the Business Combination (the “Proxy Statement/Prospectus”). The definitive proxy statement and other relevant documents will be mailed to Vine Hill shareholders as of a record date to be established for voting on the Transactions and other matters as described in the Proxy Statement/Prospectus. Vine Hill, CoinShares and/or Holdco will also file other documents regarding the Transactions with the SEC. This communication does not contain all of the information that should be considered concerning the Transactions and is not intended to form the basis of any investment decision or any other decision in respect of the Transactions. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, SHAREHOLDERS OF VINE HILL AND OTHER INTERESTED PARTIES ARE URGED TO READ, WHEN AVAILABLE, THE PRELIMINARY PROXY STATEMENT/PROSPECTUS, AND AMENDMENTS THERETO, AND THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH VINE HILL’S SOLICITATION OF PROXIES FOR THE EXTRAORDINARY GENERAL MEETING OF ITS SHAREHOLDERS TO BE HELD TO APPROVE THE TRANSACTIONS AND OTHER MATTERS AS DESCRIBED IN THE PROXY STATEMENT/PROSPECTUS BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT VINE HILL, COINSHARES, HOLDCO AND THE TRANSACTIONS. Investors and security holders will also be able to obtain copies of the Registration Statement and the Proxy Statement/Prospectus and all other documents filed or that will be filed with the SEC by Vine Hill, CoinShares and/or Holdco, without charge, once available, on the SEC’s website at www.sec.gov or by directing a request to: Vine Hill Capital Investment Corp., 500 E Broward Blvd, Suite 900, Fort Lauderdale, FL 33394, or upon written request to CoinShares or Holdco at c/o CoinShares International Limited, 2nd Floor, 2 Hill Street, JE2 4UA St Helier Jersey, Channel Islands.

NEITHER THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED HEREIN, PASSED UPON THE MERITS OR FAIRNESS OF THE TRANSACTIONS OR ANY RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS COMMUNICATION. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE

Participants in the Solicitation

Vine Hill, CoinShares, Holdco and their respective directors, executive officers, certain of their shareholders and other members of management and employees may be deemed under SEC rules to be participants in the solicitation of proxies from Vine Hill’s shareholders in connection with the Transactions. You can find information about Vine Hill’s directors, executive officers, certain of their shareholders and other members of management and employees and their interest in Vine Hill can be found in the sections entitled “Directors, Executive Officers and Corporate Governance – Conflicts of Interest,” “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters,” and “Certain Relationships and Related Party Transactions” of Vine Hill’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, which was filed with the SEC on March 26, 2025 and is available free of charge at the SEC’s website at www.sec.gov and at the following URL: sec.gov/Archives/edgar/data/2025396/000101376225002707/ea0234943-10k_vinehill.htm. Additional information regarding the interests of such participants will be contained in the Registration Statement when available.

A list of the names of the directors, executive officers, other members of management and employees of CoinShares and Holdco, as well as information regarding their interests in the Business Combination, will be contained in the Registration Statement to be filed with the SEC. Additional information regarding the interests of such potential participants in the solicitation process may also be included in other relevant documents when they are filed with the SEC.

No Offer or Solicitation

The information contained in this communication is for informational purposes only and is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Transactions and shall not constitute an offer to sell or exchange, or a solicitation of an offer to buy or exchange the securities of Vine Hill, CoinShares or Holdco, or any commodity or instrument or related derivative, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, sale or exchange would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act or an exemption therefrom. Investors should consult with their counsel as to the applicable requirements for a purchaser to avail itself of any exemption under the Securities Act.

Forward-Looking Statements

This communication includes “forward-looking statements” with respect to Vine Hill, CoinShares and/or Holdco within the meaning of the federal securities laws. These forward-looking statements include all statements other than statements of historical fact, including, without limitation, the timing of, and the satisfaction of closing conditions to, completion of the Transaction. The expectations, estimates and projections of the businesses of CoinShares and Vine Hill may differ from their actual results and consequently, you should not rely on these forward-looking statements as predictions of future events. In some cases, you can identify forward-looking statements by terminology such as “according to estimates”, “anticipates”, “assumes”, “believes”, “could”, “estimates”, “expects”, “forecasts”, “intends”, “is of the opinion”, “may”, “plans”, “potential”, “predicts”, “projects”, “targets”, “to the knowledge of”, “should”, “will”, “would”, or the negatives of these terms, variations of them or similar terminology, although not all forward-looking statements contain such identifying words.

Such forward-looking statements are subject to risks, uncertainties, and other factors which may adversely affect CoinShares’ and Holdco’s ability to implement and achieve their plans and objectives set out in such forward-looking statements and which may cause actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding CoinShares’ and Holdco’s present and future policies and plans and the environment in which CoinShares and Holdco will operate in the future. Many actual events or circumstances are outside of the control of CoinShares, Holdco or Vine Hill. Furthermore, certain forward-looking statements are based on assumptions or future events which may not prove to be accurate, and no reliance whatsoever should be placed on any forward-looking statements in this communication. Factors that may cause such differences include, but are not limited to: (1) the Transactions not being completed in a timely manner or at all, which may adversely affect the price of Vine Hill’s and/or CoinShares’ securities; (2) the Transactions not being completed by Vine Hill’s business combination deadline; (3) failure by the parties to satisfy the conditions to the consummation of the Transactions, including the approval of Vine Hill’s and CoinShares’ shareholders and obtaining the requisite Acts of the Royal Court of Jersey; (4) failure to realize the anticipated benefits of the Transactions, which may be affected by, among other things, competition, the ability of CoinShares and Holdco to grow and manage growth profitably, build or maintain relationships with customers and retain management and key employees, capital expenditures, requirements for additional capital and timing of future cash flow provided by operating activities and the demand for digital assets, including cryptocurrencies and blockchain-related alternative investments, including those offered by, or underlying those offered by, CoinShares and Holdco; (5) the level of redemptions by Vine Hill’s public shareholders which will reduce the amount of funds available for CoinShares and Holdco to execute on their business strategies and may make it difficult to obtain or maintain the listing or trading of Holdco ordinary shares on a major securities exchange; (6) failure of Holdco to obtain or maintain the listing of its securities on any securities exchange after the closing; (7) costs related to the Transactions and as a result of Holdco becoming a public company that may be higher than currently anticipated; (8) changes in business, market, financial, political and regulatory conditions; (9) volatility and rapid fluctuations in the market prices of digital assets, including cryptocurrencies and blockchain-related alternative investments, including those offered by, or underlying those offered by, CoinShares and/or Holdco; (10) failure of CoinShares’ and/or Holdco’s digital asset investment products to track their respective target benchmarks; (11) regulatory or other developments that negatively impact demand for the products and services provided by CoinShares and/or Holdco; (12) the outcome of any event, change or other circumstance that could give rise to the inability to consummate the Business Combination; (13) the outcome of any legal proceedings that may be instituted against Vine Hill, CoinShares, Holdco and/or any of their respective affiliates or others; (14) changes to the proposed structure of the Business Combination that may be required or appropriate as a result of applicable laws or regulations; (15) the risk that the Business Combination disrupts current plans and operations of Vine Hill and/or CoinShares as a result of the announcement and consummation of the Business Combination; (16) treatment of digital assets, including cryptocurrencies and blockchain-related alternative investments, including those offered by, or underlying those offered by, CoinShares and/or Holdco, for U.S. and foreign tax purposes; (17) challenges in implementing CoinShares and/or Holdco’s business plan due to operational challenges, significant competition and regulation; (18) being considered to be a “shell company” or “former shell company” by the securities exchange on which Holdco ordinary shares will be listed or by the SEC, which may impact the ability to list Holdco ordinary shares and restrict reliance on certain rules or forms in connection with the offering, sale or resale of Holdco’s securities; (19) trading price and volume of Holdco ordinary shares may be volatile following the Transactions and an active trading market may not develop; (20) Holdco shareholders may experience dilution in the future due to the exercise of a significant number of existing warrants and any future issuances of equity securities of Holdco; (21) investors may experience immediate and material dilution upon the closing as a result of the Vine Hill Class B ordinary shares held by Vine Hill Capital Sponsor I LLC, since the value of the Holdco ordinary shares received by Vine Hill Capital Sponsor I LLC in exchange for such Vine Hill Class B ordinary shares is likely to be substantially higher than the nominal price paid for them, even if the trading price of Holdco ordinary shares at such time is substantially less than the price per share paid by investors; (22) conflicts of interest that may arise from investment and transaction opportunities involving Holdco, CoinShares, their respective affiliates and other investors and clients; (23) digital asset trading venues may experience greater fraud, security failures or regulatory or operational problems than trading venues for more established asset classes; (24) risks relating to the custody of CoinShares’ and Holdco’s digital assets, including the loss or destruction of private keys required to access its digital assets and cyberattacks or other data loss relating to its digital assets, which could cause CoinShares or Holdco, as applicable, to lose some or all of its digital assets; (25) a security breach, cyber-attack or other event where unauthorized parties obtain access to CoinShares’ or Holdco’s digital assets, as a result of which CoinShares or Holdco may lose some or all of their digital assets temporarily or permanently and their financial condition and results of operations could be materially adversely affected; (26) the emergence or growth of other digital assets, including those with significant private or public sector backing, including by governments, consortiums or financial institutions, could have a negative impact on the value of digital assets and adversely affect CoinShares’ and/or Holdco’s business; (27) potential regulatory changes reclassifying certain digital assets as securities could lead to the CoinShares’ and/or Holdco’s classification as an “investment company” under the Investment Company Act of 1940 and could adversely affect the market price of CoinShares’ and/or Holdco’s digital assets and the market price of CoinShares or Holdco listed securities; and (28) other risks and uncertainties included in (x) the “Risk Factors” sections of the Vine Hill Annual Report on Form 10-K and (y) other documents filed or to be filed with or furnished or to be furnished to the SEC by Holdco, CoinShares and/or Vine Hill. The foregoing list of factors is not exclusive. You should not place undue reliance upon any forward-looking statements, which speak only as of the date made. None of Vine Hill, CoinShares or Holdco undertakes or accepts any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in their expectations or any change in events, conditions, or circumstances on which any such statement is based, except as required by law. Past performance by Vine Hill’s, CoinShares’ or Holdco’s management teams and their respective affiliates is not a guarantee of future performance. Therefore, you should not place undue reliance on the historical record of the performance of Vine Hill’s, CoinShares’ or Holdco’s management teams or businesses associated with them as indicative of future performance of an investment or the returns that Vine Hill, CoinShares or Holdco will, or are likely to, generate going forward.

12 February 2026 | SAINT HELIER, Jersey | CoinShares International Limited ("CoinShares" or "the Group") (Nasdaq Stockholm: CS; US OTCQX: CNSRF), a global leading asset manager specialising in digital assets, announced that its CoinShares XBT Provider exchange-traded products are now available to retail investors through Nordea, the largest financial services groups in the Nordic region.

The availability of CoinShares' XBT Provider products on Nordea's platform marks a significant milestone in the continued expansion of regulated digital asset investment access across Europe. Nordea, which serves approximately 9 million personal customers across Sweden, Finland, Norway, and Denmark, has selected CoinShares' pioneering ETP platform — which includes the world's first Bitcoin ETP, launched on Nasdaq Stockholm in 2015 — to provide its clients with regulated exposure to digital assets.

This development reflects the broader trend of major European banking institutions integrating crypto ETPs into their retail offerings, driven by regulatory clarity under the Markets in Crypto-Assets (MiCA) framework and sustained institutional demand. Nordea joins a growing list of prominent European banks that have opened access to regulated digital asset products, signalling continued maturation of the market.

Jean-Marie Mognetti, CEO and Co-Founder of CoinShares, commented: "When we launched the world's first Bitcoin ETP in Sweden a decade ago, we built it for exactly this moment, when traditional financial institutions would recognise the value of regulated, transparent digital asset exposure for their clients. Nordea's decision to offer our products to their customers is a powerful validation of the infrastructure we've spent ten years developing. We are pleased to support Nordea's clients as they explore digital asset allocation through familiar, trusted channels."

With approximately $6 billion in assets under management and a 34% market share in European digital asset ETPs, CoinShares remains the region's leading provider of institutional-grade digital asset investment products.

The announcement underscores CoinShares' continued momentum in expanding distribution across Europe's banking infrastructure, bringing regulated digital asset exposure to millions of individual investors through the platforms they already use and trust.

About CoinShares

CoinShares is a leading global digital asset manager that delivers a broad range of financial services across investment management, trading, and securities to a wide array of clients that include corporations, financial institutions, and individuals. Founded in 2013, the firm is headquartered in Jersey, with offices in France, Stockholm, the UK, and the US. CoinShares is regulated in Jersey by the Jersey Financial Services Commission, in France by the Autorité des marchés financiers, and in the US by the Securities and Exchange Commission, National Futures Association and Financial Industry Regulatory Authority. CoinShares is publicly listed on the Nasdaq Stockholm under the ticker CS and the OTCQX under the ticker CNSRF.

For more information on CoinShares, please visit: https://coinshares.com
Company | +44 (0)1534 513 100 | enquiries@coinshares.com
Investor Relations | +44 (0)1534 513 100 | enquiries@coinshares.com

Press Contact

CoinSharesBenoît Pellevoizin

bpellevoizin@coinshares.com

M Group Strategic CommunicationsPeter Padovano

coinshares@mgroupsc.com

4 February 2026 | SAINT HELIER, Jersey and Fort Lauderdale, Florida | CoinShares International Limited ("CoinShares") (Nasdaq Stockholm: CS; US OTCQX: CNSRF), a leading global asset manager specialising in digital assets, and Vine Hill Capital Investment Corp., a publicly traded special purpose acquisition company ("Vine Hill") (Nasdaq: VCIC), today announced that Odysseus Holdings Limited ("Holdco"), which will become the publicly-listed holding company of CoinShares upon completion of the parties' previously announced business combination (the "Transaction"), has submitted an amended draft registration statement on Form F-4 (the "F-4") on a confidential basis to the U.S. Securities and Exchange Commission (the "SEC") in response to their comments received.

The second submission of the amended F-4 on 2 February 2026 represents continued progress in the Transaction regulatory review process and follows the confidential submission of the initial draft registration statement on 21 November 2025.

Completion of the Transaction remains on track subject to customary closing conditions, including the approval of CoinShares' and Vine Hill's respective shareholders, obtaining the requisite Acts of the Royal Court of Jersey, the effectiveness of the F-4, and receipt of certain local regulatory approvals. The Royal Court of Jersey directions hearing is scheduled for 17 February 2026.

About CoinShares
CoinShares is a leading global digital asset manager that delivers a broad range of financial services across investment management, trading, and securities to a wide array of clients that include corporations, financial institutions, and individuals. Founded in 2013, the firm is headquartered in Jersey, with offices in France, Stockholm, the UK, and the US. CoinShares is regulated in Jersey by the Jersey Financial Services Commission, in France by the Autorité des marchés financiers, and in the US by the Securities and Exchange Commission, National Futures Association and Financial Industry Regulatory Authority. CoinShares is publicly listed on the Nasdaq Stockholm under the ticker CS and the OTCQX under the ticker CNSRF.

About Vine HillVine Hill is a special purpose acquisition company (“SPAC”) sponsored by an affiliate of Vine Hill Capital Partners and formed as part of a platform to sponsor a series of SPACs. Vine Hill completed its $220 million initial public offering in September 2024 and its stock currently trades on Nasdaq under the ticker “VCIC.” Vine Hill Capital Partners is a premier alternative investment manager dedicated to helping businesses achieve their full potential and unlocking shareholder value through leveraging the public markets.

For more information on CoinShares, please visit: https://coinshares.com
Company | +44 (0)1534 513 100 | enquiries@coinshares.com
Investor Relations | +44 (0)1534 513 100 | enquiries@coinshares.com

Press Contact

CoinShares Benoît Pellevoizin

bpellevoizin@coinshares.com

M Group Strategic CommunicationsPeter Padovano

coinshares@mgroupsc.com

IMPORTANT INFORMATION

General

This communication is being made in respect of the proposed business combination (the “Business Combination” and the other transactions contemplated by the Business Combination Agreement among CoinShares, Vine Hill, Odysseus Holdings Limited (“Holdco”) and the other parties thereto (collectively, the “Transactions”)) among Vine Hill, CoinShares and Holdco. The information contained herein does not purport to be all-inclusive and none of Vine Hill, CoinShares, Holdco or their respective affiliates makes any representation or warranty, express or implied, as to the accuracy, completeness or reliability of the information contained in this communication.

Additional Information and Where to Find It

In connection with the Transactions, CoinShares, Vine Hill and Holdco plan to file a Registration Statement on Form F-4 (as amended and supplemented from time to time, the “Registration Statement”) with the SEC, which will include a preliminary proxy statement of Vine Hill and a prospectus of Holdco relating to the offer of the securities to be issued to Vine Hill’s securityholders in connection with the completion of the Business Combination (the “Proxy Statement/Prospectus”). The definitive proxy statement and other relevant documents will be mailed to Vine Hill shareholders as of a record date to be established for voting on the Transactions and other matters as described in the Proxy Statement/Prospectus. Vine Hill, CoinShares and/or Holdco will also file other documents regarding the Transactions with the SEC. This communication does not contain all of the information that should be considered concerning the Transactions and is not intended to form the basis of any investment decision or any other decision in respect of the Transactions. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, SHAREHOLDERS OF VINE HILL AND OTHER INTERESTED PARTIES ARE URGED TO READ, WHEN AVAILABLE, THE PRELIMINARY PROXY STATEMENT/PROSPECTUS, AND AMENDMENTS THERETO, AND THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH VINE HILL’S SOLICITATION OF PROXIES FOR THE EXTRAORDINARY GENERAL MEETING OF ITS SHAREHOLDERS TO BE HELD TO APPROVE THE TRANSACTIONS AND OTHER MATTERS AS DESCRIBED IN THE PROXY STATEMENT/PROSPECTUS BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT VINE HILL, COINSHARES, HOLDCO AND THE TRANSACTIONS. Investors and security holders will also be able to obtain copies of the Registration Statement and the Proxy Statement/Prospectus and all other documents filed or that will be filed with the SEC by Vine Hill, CoinShares and/or Holdco, without charge, once available, on the SEC’s website at www.sec.gov or by directing a request to: Vine Hill Capital Investment Corp., 500 E Broward Blvd, Suite 900, Fort Lauderdale, FL 33394, or upon written request to CoinShares or Holdco at c/o CoinShares International Limited, 2nd Floor, 2 Hill Street, JE2 4UA St Helier Jersey, Channel Islands.

NEITHER THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED HEREIN, PASSED UPON THE MERITS OR FAIRNESS OF THE TRANSACTIONS OR ANY RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS COMMUNICATION. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE

Participants in the Solicitation

Vine Hill, CoinShares, Holdco and their respective directors, executive officers, certain of their shareholders and other members of management and employees may be deemed under SEC rules to be participants in the solicitation of proxies from Vine Hill’s shareholders in connection with the Transactions. You can find information about Vine Hill’s directors, executive officers, certain of their shareholders and other members of management and employees and their interest in Vine Hill can be found in the sections entitled “Directors, Executive Officers and Corporate Governance – Conflicts of Interest,” “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters,” and “Certain Relationships and Related Party Transactions” of Vine Hill’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, which was filed with the SEC on March 26, 2025 and is available free of charge at the SEC’s website at www.sec.gov and at the following URL: sec.gov/Archives/edgar/data/2025396/000101376225002707/ea0234943-10k_vinehill.htm. Additional information regarding the interests of such participants will be contained in the Registration Statement when available.

A list of the names of the directors, executive officers, other members of management and employees of CoinShares and Holdco, as well as information regarding their interests in the Business Combination, will be contained in the Registration Statement to be filed with the SEC. Additional information regarding the interests of such potential participants in the solicitation process may also be included in other relevant documents when they are filed with the SEC.

No Offer or Solicitation

The information contained in this communication is for informational purposes only and is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Transactions and shall not constitute an offer to sell or exchange, or a solicitation of an offer to buy or exchange the securities of Vine Hill, CoinShares or Holdco, or any commodity or instrument or related derivative, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, sale or exchange would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act or an exemption therefrom. Investors should consult with their counsel as to the applicable requirements for a purchaser to avail itself of any exemption under the Securities Act.

Forward-Looking Statements

This communication includes “forward-looking statements” with respect to Vine Hill, CoinShares and/or Holdco within the meaning of the federal securities laws. These forward-looking statements include all statements other than statements of historical fact, including, without limitation, the timing of, and the satisfaction of closing conditions to, completion of the Transaction. The expectations, estimates and projections of the businesses of CoinShares and Vine Hill may differ from their actual results and consequently, you should not rely on these forward-looking statements as predictions of future events. In some cases, you can identify forward-looking statements by terminology such as “according to estimates”, “anticipates”, “assumes”, “believes”, “could”, “estimates”, “expects”, “forecasts”, “intends”, “is of the opinion”, “may”, “plans”, “potential”, “predicts”, “projects”, “targets”, “to the knowledge of”, “should”, “will”, “would”, or the negatives of these terms, variations of them or similar terminology, although not all forward-looking statements contain such identifying words.

Such forward-looking statements are subject to risks, uncertainties, and other factors which may adversely affect CoinShares’ and Holdco’s ability to implement and achieve their plans and objectives set out in such forward-looking statements and which may cause actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding CoinShares’ and Holdco’s present and future policies and plans and the environment in which CoinShares and Holdco will operate in the future. Many actual events or circumstances are outside of the control of CoinShares, Holdco or Vine Hill. Furthermore, certain forward-looking statements are based on assumptions or future events which may not prove to be accurate, and no reliance whatsoever should be placed on any forward-looking statements in this communication. Factors that may cause such differences include, but are not limited to: (1) the Transactions not being completed in a timely manner or at all, which may adversely affect the price of Vine Hill’s and/or CoinShares’ securities; (2) the Transactions not being completed by Vine Hill’s business combination deadline; (3) failure by the parties to satisfy the conditions to the consummation of the Transactions, including the approval of Vine Hill’s and CoinShares’ shareholders and obtaining the requisite Acts of the Royal Court of Jersey; (4) failure to realize the anticipated benefits of the Transactions, which may be affected by, among other things, competition, the ability of CoinShares and Holdco to grow and manage growth profitably, build or maintain relationships with customers and retain management and key employees, capital expenditures, requirements for additional capital and timing of future cash flow provided by operating activities and the demand for digital assets, including cryptocurrencies and blockchain-related alternative investments, including those offered by, or underlying those offered by, CoinShares and Holdco; (5) the level of redemptions by Vine Hill’s public shareholders which will reduce the amount of funds available for CoinShares and Holdco to execute on their business strategies and may make it difficult to obtain or maintain the listing or trading of Holdco ordinary shares on a major securities exchange; (6) failure of Holdco to obtain or maintain the listing of its securities on any securities exchange after the closing; (7) costs related to the Transactions and as a result of Holdco becoming a public company that may be higher than currently anticipated; (8) changes in business, market, financial, political and regulatory conditions; (9) volatility and rapid fluctuations in the market prices of digital assets, including cryptocurrencies and blockchain-related alternative investments, including those offered by, or underlying those offered by, CoinShares and/or Holdco; (10) failure of CoinShares’ and/or Holdco’s digital asset investment products to track their respective target benchmarks; (11) regulatory or other developments that negatively impact demand for the products and services provided by CoinShares and/or Holdco; (12) the outcome of any event, change or other circumstance that could give rise to the inability to consummate the Business Combination; (13) the outcome of any legal proceedings that may be instituted against Vine Hill, CoinShares, Holdco and/or any of their respective affiliates or others; (14) changes to the proposed structure of the Business Combination that may be required or appropriate as a result of applicable laws or regulations; (15) the risk that the Business Combination disrupts current plans and operations of Vine Hill and/or CoinShares as a result of the announcement and consummation of the Business Combination; (16) treatment of digital assets, including cryptocurrencies and blockchain-related alternative investments, including those offered by, or underlying those offered by, CoinShares and/or Holdco, for U.S. and foreign tax purposes; (17) challenges in implementing CoinShares and/or Holdco’s business plan due to operational challenges, significant competition and regulation; (18) being considered to be a “shell company” or “former shell company” by the securities exchange on which Holdco ordinary shares will be listed or by the SEC, which may impact the ability to list Holdco ordinary shares and restrict reliance on certain rules or forms in connection with the offering, sale or resale of Holdco’s securities; (19) trading price and volume of Holdco ordinary shares may be volatile following the Transactions and an active trading market may not develop; (20) Holdco shareholders may experience dilution in the future due to the exercise of a significant number of existing warrants and any future issuances of equity securities of Holdco; (21) investors may experience immediate and material dilution upon the closing as a result of the Vine Hill Class B ordinary shares held by Vine Hill Capital Sponsor I LLC, since the value of the Holdco ordinary shares received by Vine Hill Capital Sponsor I LLC in exchange for such Vine Hill Class B ordinary shares is likely to be substantially higher than the nominal price paid for them, even if the trading price of Holdco ordinary shares at such time is substantially less than the price per share paid by investors; (22) conflicts of interest that may arise from investment and transaction opportunities involving Holdco, CoinShares, their respective affiliates and other investors and clients; (23) digital asset trading venues may experience greater fraud, security failures or regulatory or operational problems than trading venues for more established asset classes; (24) risks relating to the custody of CoinShares’ and Holdco’s digital assets, including the loss or destruction of private keys required to access its digital assets and cyberattacks or other data loss relating to its digital assets, which could cause CoinShares or Holdco, as applicable, to lose some or all of its digital assets; (25) a security breach, cyber-attack or other event where unauthorized parties obtain access to CoinShares’ or Holdco’s digital assets, as a result of which CoinShares or Holdco may lose some or all of their digital assets temporarily or permanently and their financial condition and results of operations could be materially adversely affected; (26) the emergence or growth of other digital assets, including those with significant private or public sector backing, including by governments, consortiums or financial institutions, could have a negative impact on the value of digital assets and adversely affect CoinShares’ and/or Holdco’s business; (27) potential regulatory changes reclassifying certain digital assets as securities could lead to the CoinShares’ and/or Holdco’s classification as an “investment company” under the Investment Company Act of 1940 and could adversely affect the market price of CoinShares’ and/or Holdco’s digital assets and the market price of CoinShares or Holdco listed securities; and (28) other risks and uncertainties included in (x) the “Risk Factors” sections of the Vine Hill Annual Report on Form 10-K and (y) other documents filed or to be filed with or furnished or to be furnished to the SEC by Holdco, CoinShares and/or Vine Hill. The foregoing list of factors is not exclusive. You should not place undue reliance upon any forward-looking statements, which speak only as of the date made. None of Vine Hill, CoinShares or Holdco undertakes or accepts any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in their expectations or any change in events, conditions, or circumstances on which any such statement is based, except as required by law. Past performance by Vine Hill’s, CoinShares’ or Holdco’s management teams and their respective affiliates is not a guarantee of future performance. Therefore, you should not place undue reliance on the historical record of the performance of Vine Hill’s, CoinShares’ or Holdco’s management teams or businesses associated with them as indicative of future performance of an investment or the returns that Vine Hill, CoinShares or Holdco will, or are likely to, generate going forward.

On 8 September 2025 CoinShares International Limited (“CoinShares”) (Nasdaq Stockholm: CS; US OTCQX: CNSRF) announced (the “Offer Announcement”) a joint merger plan with Vine Hill Capital Investment Corp (Nasdaq: VCIC) (“Vine Hill”) and Odysseus Holdings Limited, including a court-sanctioned scheme of arrangement under Article 125 of the Companies (Jersey) Law 1991 (“Scheme of Arrangement”) in order to facilitate a change of listing venue for CoinShares ordinary shares (“CoinShares Shares”) from Nasdaq Stockholm to the Nasdaq Stock Market in the United States, or any other public stock market or exchange in the United States as may be agreed between CoinShares and Vine Hill (such joint merger plan and the Scheme of Arrangement being together the “Transaction”).

CoinShares announces that it has received irrevocable undertakings from Viktor Fritzén, Johan Lundberg and Carsten Køppen, all members of the Board of Directors of CoinShares to, among other things, vote in favour of the Scheme of Arrangement at the meeting of CoinShares shareholders to be convened by order of the Court pursuant to Article 125 of the Companies (Jersey) Law 1991 for the purposes of approving the Scheme of Arrangement (the “Jersey Court Meeting”) and the resolutions put to any general meeting of CoinShares in order to give effect to the Transaction, in each case in respect of their own legal and/or beneficial holdings in CoinShares as well as any further shares which they may become the legal or beneficial holder of. The irrevocable undertakings are available here.

As set out in the Offer Announcement, Daniel Masters and Jean-Marie Mognetti (through Mognetti Partners Limited), each members of the Board of Directors of CoinShares, entered into the Shareholder Support Agreement pursuant to which they have also irrevocably undertaken to, among other things, vote in favour of the Scheme of Arrangement at the Jersey Court Meeting and the resolutions put to any general meeting of CoinShares in order to give effect to the Transaction, in each case in respect of their own legal and/or beneficial holdings in CoinShares as well as any further shares which they may become the legal or beneficial holder of.

CoinShares has therefore received irrevocable undertakings from all members of the Board of Directors of CoinShares who hold CoinShares Shares, amounting to, in aggregate, 23,778,129 CoinShares Shares, approximately 36.281¹ per cent. of all shares and votes in CoinShares.

CoinShares has also received irrevocable undertakings from certain other CoinShares shareholders to vote in favour of the Scheme of Arrangement at the Jersey Court Meeting and the resolutions put to any general meeting of CoinShares in order to give effect to the Transaction.

In total therefore, CoinShares has received irrevocable undertakings to vote in favour of the Scheme of Arrangement at the Jersey Court Meeting and the resolutions put to any general meeting of CoinShares in order to give effect to the Transaction amounting, in aggregate to 53,297,744 CoinShares Shares, approximately 81.323² percent of all shares and votes in CoinShares.

About CoinShares
CoinShares is a leading global digital asset manager that delivers a broad range of financial services across investment management, trading, and securities to a wide array of clients that include corporations, financial institutions, and individuals. Founded in 2013, the firm is headquartered in Jersey, with offices in France, Stockholm, the UK, and the US. CoinShares is regulated in Jersey by the Jersey Financial Services Commission, in France by the Autorité des marchés financiers, and in the US by the Securities and Exchange Commission, National Futures Association and Financial Industry Regulatory Authority. CoinShares is publicly listed on the Nasdaq Stockholm under the ticker CS and the OTCQX under the ticker CNSRF.

About Vine Hill
Vine Hill is a special purpose acquisition company (“SPAC”) sponsored by an affiliate of Vine Hill Capital Partners and formed as part of a platform to sponsor a series of SPACs. Vine Hill completed its $220 million initial public offering in September 2024 and its stock currently trades on Nasdaq under the ticker “VCIC.” Vine Hill Capital Partners is a premier alternative investment manager dedicated to helping businesses achieve their full potential and unlocking shareholder value through leveraging the public markets.

For more information on CoinShares, please visit: https://coinshares.com
Company | +44 (0)1534 513 100 | enquiries@coinshares.com
Investor Relations | +44 (0)1534 513 100 | enquiries@coinshares.com

Press Contact

CoinShares Benoît Pellevoizin

bpellevoizin@coinshares.com

M Group Strategic CommunicationsPeter Padovano

coinshares@mgroupsc.com

IMPORTANT INFORMATION

General

This communication is being made in respect of the proposed business combination (the “Business Combination” and the other transactions contemplated by the Business Combination Agreement among CoinShares, Vine Hill, Odysseus Holdings Limited (“Holdco”) and the other parties thereto (collectively, the “Transactions”)) among Vine Hill, CoinShares and Holdco. The information contained herein does not purport to be all-inclusive and none of Vine Hill, CoinShares, Holdco or their respective affiliates makes any representation or warranty, express or implied, as to the accuracy, completeness or reliability of the information contained in this communication.

Additional Information and Where to Find It

In connection with the Transactions, CoinShares, Vine Hill and Holdco plan to file a Registration Statement on Form F-4 (as amended and supplemented from time to time, the “Registration Statement”) with the SEC, which will include a preliminary proxy statement of Vine Hill and a prospectus of Holdco relating to the offer of the securities to be issued to Vine Hill’s securityholders in connection with the completion of the Business Combination (the “Proxy Statement/Prospectus”). The definitive proxy statement and other relevant documents will be mailed to Vine Hill shareholders as of a record date to be established for voting on the Transactions and other matters as described in the Proxy Statement/Prospectus. Vine Hill, CoinShares and/or Holdco will also file other documents regarding the Transactions with the SEC. This communication does not contain all of the information that should be considered concerning the Transactions and is not intended to form the basis of any investment decision or any other decision in respect of the Transactions. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, SHAREHOLDERS OF VINE HILL AND OTHER INTERESTED PARTIES ARE URGED TO READ, WHEN AVAILABLE, THE PRELIMINARY PROXY STATEMENT/PROSPECTUS, AND AMENDMENTS THERETO, AND THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH VINE HILL’S SOLICITATION OF PROXIES FOR THE EXTRAORDINARY GENERAL MEETING OF ITS SHAREHOLDERS TO BE HELD TO APPROVE THE TRANSACTIONS AND OTHER MATTERS AS DESCRIBED IN THE PROXY STATEMENT/PROSPECTUS BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT VINE HILL, COINSHARES, HOLDCO AND THE TRANSACTIONS. Investors and security holders will also be able to obtain copies of the Registration Statement and the Proxy Statement/Prospectus and all other documents filed or that will be filed with the SEC by Vine Hill, CoinShares and/or Holdco, without charge, once available, on the SEC’s website at www.sec.gov or by directing a request to: Vine Hill Capital Investment Corp., 500 E Broward Blvd, Suite 900, Fort Lauderdale, FL 33394, or upon written request to CoinShares or Holdco at c/o CoinShares International Limited, 2nd Floor, 2 Hill Street, JE2 4UA St Helier Jersey, Channel Islands.

NEITHER THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED HEREIN, PASSED UPON THE MERITS OR FAIRNESS OF THE TRANSACTIONS OR ANY RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS COMMUNICATION. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE

Participants in the Solicitation

Vine Hill, CoinShares, Holdco and their respective directors, executive officers, certain of their shareholders and other members of management and employees may be deemed under SEC rules to be participants in the solicitation of proxies from Vine Hill’s shareholders in connection with the Transactions. You can find information about Vine Hill’s directors, executive officers, certain of their shareholders and other members of management and employees and their interest in Vine Hill can be found in the sections entitled “Directors, Executive Officers and Corporate Governance – Conflicts of Interest,” “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters,” and “Certain Relationships and Related Party Transactions” of Vine Hill’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, which was filed with the SEC on March 26, 2025 and is available free of charge at the SEC’s website at www.sec.gov and at the following URL: sec.gov/Archives/edgar/data/2025396/000101376225002707/ea0234943-10k_vinehill.htm. Additional information regarding the interests of such participants will be contained in the Registration Statement when available.

A list of the names of the directors, executive officers, other members of management and employees of CoinShares and Holdco, as well as information regarding their interests in the Business Combination, will be contained in the Registration Statement to be filed with the SEC. Additional information regarding the interests of such potential participants in the solicitation process may also be included in other relevant documents when they are filed with the SEC.

No Offer or Solicitation

The information contained in this communication is for informational purposes only and is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Transactions and shall not constitute an offer to sell or exchange, or a solicitation of an offer to buy or exchange the securities of Vine Hill, CoinShares or Holdco, or any commodity or instrument or related derivative, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, sale or exchange would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act or an exemption therefrom. Investors should consult with their counsel as to the applicable requirements for a purchaser to avail itself of any exemption under the Securities Act.

Forward-Looking Statements

This communication includes “forward-looking statements” with respect to Vine Hill, CoinShares and/or Holdco within the meaning of the federal securities laws. These forward-looking statements include all statements other than statements of historical fact, including, without limitation, the timing of, and the satisfaction of closing conditions to, completion of the Transaction. The expectations, estimates and projections of the businesses of CoinShares and Vine Hill may differ from their actual results and consequently, you should not rely on these forward-looking statements as predictions of future events. In some cases, you can identify forward-looking statements by terminology such as “according to estimates”, “anticipates”, “assumes”, “believes”, “could”, “estimates”, “expects”, “forecasts”, “intends”, “is of the opinion”, “may”, “plans”, “potential”, “predicts”, “projects”, “targets”, “to the knowledge of”, “should”, “will”, “would”, or the negatives of these terms, variations of them or similar terminology, although not all forward-looking statements contain such identifying words.

Such forward-looking statements are subject to risks, uncertainties, and other factors which may adversely affect CoinShares’ and Holdco’s ability to implement and achieve their plans and objectives set out in such forward-looking statements and which may cause actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding CoinShares’ and Holdco’s present and future policies and plans and the environment in which CoinShares and Holdco will operate in the future. Many actual events or circumstances are outside of the control of CoinShares, Holdco or Vine Hill. Furthermore, certain forward-looking statements are based on assumptions or future events which may not prove to be accurate, and no reliance whatsoever should be placed on any forward-looking statements in this communication. Factors that may cause such differences include, but are not limited to: (1) the Transactions not being completed in a timely manner or at all, which may adversely affect the price of Vine Hill’s and/or CoinShares’ securities; (2) the Transactions not being completed by Vine Hill’s business combination deadline; (3) failure by the parties to satisfy the conditions to the consummation of the Transactions, including the approval of Vine Hill’s and CoinShares’ shareholders and obtaining the requisite Acts of the Royal Court of Jersey; (4) failure to realize the anticipated benefits of the Transactions, which may be affected by, among other things, competition, the ability of CoinShares and Holdco to grow and manage growth profitably, build or maintain relationships with customers and retain management and key employees, capital expenditures, requirements for additional capital and timing of future cash flow provided by operating activities and the demand for digital assets, including cryptocurrencies and blockchain-related alternative investments, including those offered by, or underlying those offered by, CoinShares and Holdco; (5) the level of redemptions by Vine Hill’s public shareholders which will reduce the amount of funds available for CoinShares and Holdco to execute on their business strategies and may make it difficult to obtain or maintain the listing or trading of Holdco ordinary shares on a major securities exchange; (6) failure of Holdco to obtain or maintain the listing of its securities on any securities exchange after the closing; (7) costs related to the Transactions and as a result of Holdco becoming a public company that may be higher than currently anticipated; (8) changes in business, market, financial, political and regulatory conditions; (9) volatility and rapid fluctuations in the market prices of digital assets, including cryptocurrencies and blockchain-related alternative investments, including those offered by, or underlying those offered by, CoinShares and/or Holdco; (10) failure of CoinShares’ and/or Holdco’s digital asset investment products to track their respective target benchmarks; (11) regulatory or other developments that negatively impact demand for the products and services provided by CoinShares and/or Holdco; (12) the outcome of any event, change or other circumstance that could give rise to the inability to consummate the Business Combination; (13) the outcome of any legal proceedings that may be instituted against Vine Hill, CoinShares, Holdco and/or any of their respective affiliates or others; (14) changes to the proposed structure of the Business Combination that may be required or appropriate as a result of applicable laws or regulations; (15) the risk that the Business Combination disrupts current plans and operations of Vine Hill and/or CoinShares as a result of the announcement and consummation of the Business Combination; (16) treatment of digital assets, including cryptocurrencies and blockchain-related alternative investments, including those offered by, or underlying those offered by, CoinShares and/or Holdco, for U.S. and foreign tax purposes; (17) challenges in implementing CoinShares and/or Holdco’s business plan due to operational challenges, significant competition and regulation; (18) being considered to be a “shell company” or “former shell company” by the securities exchange on which Holdco ordinary shares will be listed or by the SEC, which may impact the ability to list Holdco ordinary shares and restrict reliance on certain rules or forms in connection with the offering, sale or resale of Holdco’s securities; (19) trading price and volume of Holdco ordinary shares may be volatile following the Transactions and an active trading market may not develop; (20) Holdco shareholders may experience dilution in the future due to the exercise of a significant number of existing warrants and any future issuances of equity securities of Holdco; (21) investors may experience immediate and material dilution upon the closing as a result of the Vine Hill Class B ordinary shares held by Vine Hill Capital Sponsor I LLC, since the value of the Holdco ordinary shares received by Vine Hill Capital Sponsor I LLC in exchange for such Vine Hill Class B ordinary shares is likely to be substantially higher than the nominal price paid for them, even if the trading price of Holdco ordinary shares at such time is substantially less than the price per share paid by investors; (22) conflicts of interest that may arise from investment and transaction opportunities involving Holdco, CoinShares, their respective affiliates and other investors and clients; (23) digital asset trading venues may experience greater fraud, security failures or regulatory or operational problems than trading venues for more established asset classes; (24) risks relating to the custody of CoinShares’ and Holdco’s digital assets, including the loss or destruction of private keys required to access its digital assets and cyberattacks or other data loss relating to its digital assets, which could cause CoinShares or Holdco, as applicable, to lose some or all of its digital assets; (25) a security breach, cyber-attack or other event where unauthorized parties obtain access to CoinShares’ or Holdco’s digital assets, as a result of which CoinShares or Holdco may lose some or all of their digital assets temporarily or permanently and their financial condition and results of operations could be materially adversely affected; (26) the emergence or growth of other digital assets, including those with significant private or public sector backing, including by governments, consortiums or financial institutions, could have a negative impact on the value of digital assets and adversely affect CoinShares’ and/or Holdco’s business; (27) potential regulatory changes reclassifying certain digital assets as securities could lead to the CoinShares’ and/or Holdco’s classification as an “investment company” under the Investment Company Act of 1940 and could adversely affect the market price of CoinShares’ and/or Holdco’s digital assets and the market price of CoinShares or Holdco listed securities; and (28) other risks and uncertainties included in (x) the “Risk Factors” sections of the Vine Hill Annual Report on Form 10-K and (y) other documents filed or to be filed with or furnished or to be furnished to the SEC by Holdco, CoinShares and/or Vine Hill. The foregoing list of factors is not exclusive. You should not place undue reliance upon any forward-looking statements, which speak only as of the date made. None of Vine Hill, CoinShares or Holdco undertakes or accepts any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in their expectations or any change in events, conditions, or circumstances on which any such statement is based, except as required by law. Past performance by Vine Hill’s, CoinShares’ or Holdco’s management teams and their respective affiliates is not a guarantee of future performance. Therefore, you should not place undue reliance on the historical record of the performance of Vine Hill’s, CoinShares’ or Holdco’s management teams or businesses associated with them as indicative of future performance of an investment or the returns that Vine Hill, CoinShares or Holdco will, or are likely to, generate going forward.

¹Based on 65,538,673, being 66,678,210 shares in CoinShares excluding 1,139,537 shares held in treasury.

²Based on 65,538,673, being 66,678,210 shares in CoinShares excluding 1,139,537 shares held in treasury.

On 8 September 2025 CoinShares International Limited (“CoinShares”) (Nasdaq Stockholm: CS; US OTCQX: CNSRF) announced (the “Offer Announcement”) a joint merger plan with Vine Hill Capital Investment Corp (Nasdaq: VCIC) (“Vine Hill”) and Odysseus Holdings Limited, including a court-sanctioned scheme of arrangement under Article 125 of the Companies (Jersey) Law 1991 (“Scheme of Arrangement”) in order to facilitate a change of listing venue for CoinShares ordinary shares (“CoinShares Shares”) from Nasdaq Stockholm to the Nasdaq Stock Market in the United States, or any other public stock market or exchange in the United States as may be agreed between CoinShares and Vine Hill (such joint merger plan and the Scheme of Arrangement being together the “Transaction”).

CoinShares announces that it has received irrevocable undertakings from Viktor Fritzén, Johan Lundberg and Carsten Køppen, all members of the Board of Directors of CoinShares to, among other things, vote in favour of the Scheme of Arrangement at the meeting of CoinShares shareholders to be convened by order of the Court pursuant to Article 125 of the Companies (Jersey) Law 1991 for the purposes of approving the Scheme of Arrangement (the “Jersey Court Meeting”) and the resolutions put to any general meeting of CoinShares in order to give effect to the Transaction, in each case in respect of their own legal and/or beneficial holdings in CoinShares as well as any further shares which they may become the legal or beneficial holder of. The irrevocable undertakings are available here.

As set out in the Offer Announcement, Daniel Masters and Jean-Marie Mognetti (through Mognetti Partners Limited), each members of the Board of Directors of CoinShares, entered into the Shareholder Support Agreement pursuant to which they have also irrevocably undertaken to, among other things, vote in favour of the Scheme of Arrangement at the Jersey Court Meeting and the resolutions put to any general meeting of CoinShares in order to give effect to the Transaction, in each case in respect of their own legal and/or beneficial holdings in CoinShares as well as any further shares which they may become the legal or beneficial holder of.

CoinShares has therefore received irrevocable undertakings from all members of the Board of Directors of CoinShares who hold CoinShares Shares, amounting to, in aggregate, 23,778,129 CoinShares Shares, approximately 35.661 per cent. of CoinShares issued share capital.

CoinShares has also received irrevocable undertakings from certain other CoinShares shareholders to vote in favour of the Scheme of Arrangement at the Jersey Court Meeting and the resolutions put to any general meeting of CoinShares in order to give effect to the Transaction.

In total therefore, CoinShares has received irrevocable undertakings to vote in favour of the Scheme of Arrangement at the Jersey Court Meeting and the resolutions put to any general meeting of CoinShares in order to give effect to the Transaction amounting, in aggregate to 53,297,744 CoinShares Shares, approximately 80.46¹ percent of all shares and votes in CoinShares.

About CoinShares
CoinShares is a leading global digital asset manager that delivers a broad range of financial services across investment management, trading, and securities to a wide array of clients that include corporations, financial institutions, and individuals. Founded in 2013, the firm is headquartered in Jersey, with offices in France, Stockholm, the UK, and the US. CoinShares is regulated in Jersey by the Jersey Financial Services Commission, in France by the Autorité des marchés financiers, and in the US by the Securities and Exchange Commission, National Futures Association and Financial Industry Regulatory Authority. CoinShares is publicly listed on the Nasdaq Stockholm under the ticker CS and the OTCQX under the ticker CNSRF.

About Vine Hill
Vine Hill is a special purpose acquisition company (“SPAC”) sponsored by an affiliate of Vine Hill Capital Partners and formed as part of a platform to sponsor a series of SPACs. Vine Hill completed its $220 million initial public offering in September 2024 and its stock currently trades on Nasdaq under the ticker “VCIC.” Vine Hill Capital Partners is a premier alternative investment manager dedicated to helping businesses achieve their full potential and unlocking shareholder value through leveraging the public markets.

For more information on CoinShares, please visit: https://coinshares.com
Company | +44 (0)1534 513 100 | enquiries@coinshares.com
Investor Relations | +44 (0)1534 513 100 | enquiries@coinshares.com

Press Contact

CoinShares Benoît Pellevoizin

bpellevoizin@coinshares.com

M Group Strategic CommunicationsPeter Padovano

coinshares@mgroupsc.com

IMPORTANT INFORMATION

General

This communication is being made in respect of the proposed business combination (the “Business Combination” and the other transactions contemplated by the Business Combination Agreement among CoinShares, Vine Hill, Odysseus Holdings Limited (“Holdco”) and the other parties thereto (collectively, the “Transactions”)) among Vine Hill, CoinShares and Holdco. The information contained herein does not purport to be all-inclusive and none of Vine Hill, CoinShares, Holdco or their respective affiliates makes any representation or warranty, express or implied, as to the accuracy, completeness or reliability of the information contained in this communication.

Additional Information and Where to Find It

In connection with the Transactions, CoinShares, Vine Hill and Holdco plan to file a Registration Statement on Form F-4 (as amended and supplemented from time to time, the “Registration Statement”) with the SEC, which will include a preliminary proxy statement of Vine Hill and a prospectus of Holdco relating to the offer of the securities to be issued to Vine Hill’s securityholders in connection with the completion of the Business Combination (the “Proxy Statement/Prospectus”). The definitive proxy statement and other relevant documents will be mailed to Vine Hill shareholders as of a record date to be established for voting on the Transactions and other matters as described in the Proxy Statement/Prospectus. Vine Hill, CoinShares and/or Holdco will also file other documents regarding the Transactions with the SEC. This communication does not contain all of the information that should be considered concerning the Transactions and is not intended to form the basis of any investment decision or any other decision in respect of the Transactions. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, SHAREHOLDERS OF VINE HILL AND OTHER INTERESTED PARTIES ARE URGED TO READ, WHEN AVAILABLE, THE PRELIMINARY PROXY STATEMENT/PROSPECTUS, AND AMENDMENTS THERETO, AND THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH VINE HILL’S SOLICITATION OF PROXIES FOR THE EXTRAORDINARY GENERAL MEETING OF ITS SHAREHOLDERS TO BE HELD TO APPROVE THE TRANSACTIONS AND OTHER MATTERS AS DESCRIBED IN THE PROXY STATEMENT/PROSPECTUS BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT VINE HILL, COINSHARES, HOLDCO AND THE TRANSACTIONS. Investors and security holders will also be able to obtain copies of the Registration Statement and the Proxy Statement/Prospectus and all other documents filed or that will be filed with the SEC by Vine Hill, CoinShares and/or Holdco, without charge, once available, on the SEC’s website at www.sec.gov or by directing a request to: Vine Hill Capital Investment Corp., 500 E Broward Blvd, Suite 900, Fort Lauderdale, FL 33394, or upon written request to CoinShares or Holdco at c/o CoinShares International Limited, 2nd Floor, 2 Hill Street, JE2 4UA St Helier Jersey, Channel Islands.

NEITHER THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED HEREIN, PASSED UPON THE MERITS OR FAIRNESS OF THE TRANSACTIONS OR ANY RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS COMMUNICATION. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE

Participants in the Solicitation

Vine Hill, CoinShares, Holdco and their respective directors, executive officers, certain of their shareholders and other members of management and employees may be deemed under SEC rules to be participants in the solicitation of proxies from Vine Hill’s shareholders in connection with the Transactions. You can find information about Vine Hill’s directors, executive officers, certain of their shareholders and other members of management and employees and their interest in Vine Hill can be found in the sections entitled “Directors, Executive Officers and Corporate Governance – Conflicts of Interest,” “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters,” and “Certain Relationships and Related Party Transactions” of Vine Hill’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, which was filed with the SEC on March 26, 2025 and is available free of charge at the SEC’s website at www.sec.gov and at the following URL: sec.gov/Archives/edgar/data/2025396/000101376225002707/ea0234943-10k_vinehill.htm. Additional information regarding the interests of such participants will be contained in the Registration Statement when available.

A list of the names of the directors, executive officers, other members of management and employees of CoinShares and Holdco, as well as information regarding their interests in the Business Combination, will be contained in the Registration Statement to be filed with the SEC. Additional information regarding the interests of such potential participants in the solicitation process may also be included in other relevant documents when they are filed with the SEC.

No Offer or Solicitation

The information contained in this communication is for informational purposes only and is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Transactions and shall not constitute an offer to sell or exchange, or a solicitation of an offer to buy or exchange the securities of Vine Hill, CoinShares or Holdco, or any commodity or instrument or related derivative, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, sale or exchange would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act or an exemption therefrom. Investors should consult with their counsel as to the applicable requirements for a purchaser to avail itself of any exemption under the Securities Act.

Forward-Looking Statements

This communication includes “forward-looking statements” with respect to Vine Hill, CoinShares and/or Holdco within the meaning of the federal securities laws. These forward-looking statements include all statements other than statements of historical fact, including, without limitation, the timing of, and the satisfaction of closing conditions to, completion of the Transaction. The expectations, estimates and projections of the businesses of CoinShares and Vine Hill may differ from their actual results and consequently, you should not rely on these forward-looking statements as predictions of future events. In some cases, you can identify forward-looking statements by terminology such as “according to estimates”, “anticipates”, “assumes”, “believes”, “could”, “estimates”, “expects”, “forecasts”, “intends”, “is of the opinion”, “may”, “plans”, “potential”, “predicts”, “projects”, “targets”, “to the knowledge of”, “should”, “will”, “would”, or the negatives of these terms, variations of them or similar terminology, although not all forward-looking statements contain such identifying words.

Such forward-looking statements are subject to risks, uncertainties, and other factors which may adversely affect CoinShares’ and Holdco’s ability to implement and achieve their plans and objectives set out in such forward-looking statements and which may cause actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding CoinShares’ and Holdco’s present and future policies and plans and the environment in which CoinShares and Holdco will operate in the future. Many actual events or circumstances are outside of the control of CoinShares, Holdco or Vine Hill. Furthermore, certain forward-looking statements are based on assumptions or future events which may not prove to be accurate, and no reliance whatsoever should be placed on any forward-looking statements in this communication. Factors that may cause such differences include, but are not limited to: (1) the Transactions not being completed in a timely manner or at all, which may adversely affect the price of Vine Hill’s and/or CoinShares’ securities; (2) the Transactions not being completed by Vine Hill’s business combination deadline; (3) failure by the parties to satisfy the conditions to the consummation of the Transactions, including the approval of Vine Hill’s and CoinShares’ shareholders and obtaining the requisite Acts of the Royal Court of Jersey; (4) failure to realize the anticipated benefits of the Transactions, which may be affected by, among other things, competition, the ability of CoinShares and Holdco to grow and manage growth profitably, build or maintain relationships with customers and retain management and key employees, capital expenditures, requirements for additional capital and timing of future cash flow provided by operating activities and the demand for digital assets, including cryptocurrencies and blockchain-related alternative investments, including those offered by, or underlying those offered by, CoinShares and Holdco; (5) the level of redemptions by Vine Hill’s public shareholders which will reduce the amount of funds available for CoinShares and Holdco to execute on their business strategies and may make it difficult to obtain or maintain the listing or trading of Holdco ordinary shares on a major securities exchange; (6) failure of Holdco to obtain or maintain the listing of its securities on any securities exchange after the closing; (7) costs related to the Transactions and as a result of Holdco becoming a public company that may be higher than currently anticipated; (8) changes in business, market, financial, political and regulatory conditions; (9) volatility and rapid fluctuations in the market prices of digital assets, including cryptocurrencies and blockchain-related alternative investments, including those offered by, or underlying those offered by, CoinShares and/or Holdco; (10) failure of CoinShares’ and/or Holdco’s digital asset investment products to track their respective target benchmarks; (11) regulatory or other developments that negatively impact demand for the products and services provided by CoinShares and/or Holdco; (12) the outcome of any event, change or other circumstance that could give rise to the inability to consummate the Business Combination; (13) the outcome of any legal proceedings that may be instituted against Vine Hill, CoinShares, Holdco and/or any of their respective affiliates or others; (14) changes to the proposed structure of the Business Combination that may be required or appropriate as a result of applicable laws or regulations; (15) the risk that the Business Combination disrupts current plans and operations of Vine Hill and/or CoinShares as a result of the announcement and consummation of the Business Combination; (16) treatment of digital assets, including cryptocurrencies and blockchain-related alternative investments, including those offered by, or underlying those offered by, CoinShares and/or Holdco, for U.S. and foreign tax purposes; (17) challenges in implementing CoinShares and/or Holdco’s business plan due to operational challenges, significant competition and regulation; (18) being considered to be a “shell company” or “former shell company” by the securities exchange on which Holdco ordinary shares will be listed or by the SEC, which may impact the ability to list Holdco ordinary shares and restrict reliance on certain rules or forms in connection with the offering, sale or resale of Holdco’s securities; (19) trading price and volume of Holdco ordinary shares may be volatile following the Transactions and an active trading market may not develop; (20) Holdco shareholders may experience dilution in the future due to the exercise of a significant number of existing warrants and any future issuances of equity securities of Holdco; (21) investors may experience immediate and material dilution upon the closing as a result of the Vine Hill Class B ordinary shares held by Vine Hill Capital Sponsor I LLC, since the value of the Holdco ordinary shares received by Vine Hill Capital Sponsor I LLC in exchange for such Vine Hill Class B ordinary shares is likely to be substantially higher than the nominal price paid for them, even if the trading price of Holdco ordinary shares at such time is substantially less than the price per share paid by investors; (22) conflicts of interest that may arise from investment and transaction opportunities involving Holdco, CoinShares, their respective affiliates and other investors and clients; (23) digital asset trading venues may experience greater fraud, security failures or regulatory or operational problems than trading venues for more established asset classes; (24) risks relating to the custody of CoinShares’ and Holdco’s digital assets, including the loss or destruction of private keys required to access its digital assets and cyberattacks or other data loss relating to its digital assets, which could cause CoinShares or Holdco, as applicable, to lose some or all of its digital assets; (25) a security breach, cyber-attack or other event where unauthorized parties obtain access to CoinShares’ or Holdco’s digital assets, as a result of which CoinShares or Holdco may lose some or all of their digital assets temporarily or permanently and their financial condition and results of operations could be materially adversely affected; (26) the emergence or growth of other digital assets, including those with significant private or public sector backing, including by governments, consortiums or financial institutions, could have a negative impact on the value of digital assets and adversely affect CoinShares’ and/or Holdco’s business; (27) potential regulatory changes reclassifying certain digital assets as securities could lead to the CoinShares’ and/or Holdco’s classification as an “investment company” under the Investment Company Act of 1940 and could adversely affect the market price of CoinShares’ and/or Holdco’s digital assets and the market price of CoinShares or Holdco listed securities; and (28) other risks and uncertainties included in (x) the “Risk Factors” sections of the Vine Hill Annual Report on Form 10-K and (y) other documents filed or to be filed with or furnished or to be furnished to the SEC by Holdco, CoinShares and/or Vine Hill. The foregoing list of factors is not exclusive. You should not place undue reliance upon any forward-looking statements, which speak only as of the date made. None of Vine Hill, CoinShares or Holdco undertakes or accepts any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in their expectations or any change in events, conditions, or circumstances on which any such statement is based, except as required by law. Past performance by Vine Hill’s, CoinShares’ or Holdco’s management teams and their respective affiliates is not a guarantee of future performance. Therefore, you should not place undue reliance on the historical record of the performance of Vine Hill’s, CoinShares’ or Holdco’s management teams or businesses associated with them as indicative of future performance of an investment or the returns that Vine Hill, CoinShares or Holdco will, or are likely to, generate going forward.

¹Based on 66,241,511 shares in CoinShares, excluding 1,171,037 shares held in treasury by CoinShares.

22 January 2026 | SAINT HELIER, Jersey | CoinShares International Limited ("CoinShares" or the "Company") (Nasdaq Stockholm: CS; US OTCQX: CNSRF), with an announced merger with Vine Hill Capital Investment Corp (Nasdaq: VCIC), a leading global asset manager specialising in digital assets, today announces that the Royal Court of Jersey has scheduled a directions hearing for 17 February 2026 in connection with its proposed business combination (the “Transaction”) with Vine Hill Capital Investment Corp. ("Vine Hill").

Transaction Progress

The directions hearing represents a key procedural milestone in the Company's proposed Scheme of Arrangement. At this hearing, the Court will be asked to approve the form of shareholder documentation and provide directions for convening the requisite shareholder meetings of the Company.

Subject to Court approval, the Company expects to publish the Scheme Circular and related documentation on or around 18 February 2026. Furthermore, Odysseus Holdings Limited expects to publish the Swedish offer document on or around 25 February 2026.

Path to U.S. Listing

CoinShares and Odysseus Holdings Limited confidentially submitted a draft registration statement on Form F-4 (the “F-4”) to the U.S. Securities and Exchange Commission (the “SEC”) on 21 November 2025. The Company will provide further updates on the anticipated timeline following continued engagement with the SEC, and not later than in connection with the publication of the Scheme Circular.

The boards of CoinShares and Vine Hill, together with CoinShares major shareholders, remain fully committed to completing this Transaction.

As previously announced, the transaction values CoinShares at USD 1.2 billion, based on the Company's 2024 full-year adjusted EBITDA. Notably, this EBITDA was generated during a period when bitcoin averaged $65,964, compared to current prices of approximately $90,000.

Completion of the Transaction also remains subject to customary closing conditions, including the approval of CoinShares’ and Vine Hill’s respective shareholders, obtaining the requisite Acts of the Royal Court of Jersey, the effectiveness of the F-4, and receipt of certain local regulatory approvals.

About CoinShares
CoinShares is a leading global digital asset manager that delivers a broad range of financial services across investment management, trading, and securities to a wide array of clients that include corporations, financial institutions, and individuals. Founded in 2013, the firm is headquartered in Jersey, with offices in France, Stockholm, the UK, and the US. CoinShares is regulated in Jersey by the Jersey Financial Services Commission, in France by the Autorité des marchés financiers, and in the US by the Securities and Exchange Commission, National Futures Association and Financial Industry Regulatory Authority. CoinShares is publicly listed on the Nasdaq Stockholm under the ticker CS and the OTCQX under the ticker CNSRF.

About Vine HillVine Hill is a special purpose acquisition company (“SPAC”) sponsored by an affiliate of Vine Hill Capital Partners and formed as part of a platform to sponsor a series of SPACs. Vine Hill completed its $220 million initial public offering in September 2024 and its stock currently trades on Nasdaq under the ticker “VCIC.” Vine Hill Capital Partners is a premier alternative investment manager dedicated to helping businesses achieve their full potential and unlocking shareholder value through leveraging the public markets.

For more information on CoinShares, please visit: https://coinshares.com
Company | +44 (0)1534 513 100 | enquiries@coinshares.com
Investor Relations | +44 (0)1534 513 100 | enquiries@coinshares.com

Press Contact
CoinShares Benoît Pellevoizin

bpellevoizin@coinshares.com

M Group Strategic CommunicationsPeter Padovano

coinshares@mgroupsc.com

IMPORTANT INFORMATION

General

This communication is being made in respect of the proposed business combination (the “Business Combination” and the other transactions contemplated by the Business Combination Agreement among CoinShares, Vine Hill, Odysseus Holdings Limited (“Holdco”) and the other parties thereto (collectively, the “Transactions”)) among Vine Hill, CoinShares and Holdco. The information contained herein does not purport to be all-inclusive and none of Vine Hill, CoinShares, Holdco or their respective affiliates makes any representation or warranty, express or implied, as to the accuracy, completeness or reliability of the information contained in this communication.

Additional Information and Where to Find It

In connection with the Transactions, CoinShares, Vine Hill and Holdco plan to file a Registration Statement on Form F-4 (as amended and supplemented from time to time, the “Registration Statement”) with the SEC, which will include a preliminary proxy statement of Vine Hill and a prospectus of Holdco relating to the offer of the securities to be issued to Vine Hill’s securityholders in connection with the completion of the Business Combination (the “Proxy Statement/Prospectus”). The definitive proxy statement and other relevant documents will be mailed to Vine Hill shareholders as of a record date to be established for voting on the Transactions and other matters as described in the Proxy Statement/Prospectus. Vine Hill, CoinShares and/or Holdco will also file other documents regarding the Transactions with the SEC. This communication does not contain all of the information that should be considered concerning the Transactions and is not intended to form the basis of any investment decision or any other decision in respect of the Transactions. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, SHAREHOLDERS OF VINE HILL AND OTHER INTERESTED PARTIES ARE URGED TO READ, WHEN AVAILABLE, THE PRELIMINARY PROXY STATEMENT/PROSPECTUS, AND AMENDMENTS THERETO, AND THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH VINE HILL’S SOLICITATION OF PROXIES FOR THE EXTRAORDINARY GENERAL MEETING OF ITS SHAREHOLDERS TO BE HELD TO APPROVE THE TRANSACTIONS AND OTHER MATTERS AS DESCRIBED IN THE PROXY STATEMENT/PROSPECTUS BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT VINE HILL, COINSHARES, HOLDCO AND THE TRANSACTIONS. Investors and security holders will also be able to obtain copies of the Registration Statement and the Proxy Statement/Prospectus and all other documents filed or that will be filed with the SEC by Vine Hill, CoinShares and/or Holdco, without charge, once available, on the SEC’s website at www.sec.gov or by directing a request to: Vine Hill Capital Investment Corp., 500 E Broward Blvd, Suite 900, Fort Lauderdale, FL 33394, or upon written request to CoinShares or Holdco at c/o CoinShares International Limited, 2nd Floor, 2 Hill Street, JE2 4UA St Helier Jersey, Channel Islands.

NEITHER THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED HEREIN, PASSED UPON THE MERITS OR FAIRNESS OF THE TRANSACTIONS OR ANY RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS COMMUNICATION. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE

Participants in the Solicitation

Vine Hill, CoinShares, Holdco and their respective directors, executive officers, certain of their shareholders and other members of management and employees may be deemed under SEC rules to be participants in the solicitation of proxies from Vine Hill’s shareholders in connection with the Transactions. You can find information about Vine Hill’s directors, executive officers, certain of their shareholders and other members of management and employees and their interest in Vine Hill can be found in the sections entitled “Directors, Executive Officers and Corporate Governance – Conflicts of Interest,” “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters,” and “Certain Relationships and Related Party Transactions” of Vine Hill’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, which was filed with the SEC on March 26, 2025 and is available free of charge at the SEC’s website at www.sec.gov and at the following URL: sec.gov/Archives/edgar/data/2025396/000101376225002707/ea0234943-10k_vinehill.htm. Additional information regarding the interests of such participants will be contained in the Registration Statement when available.

A list of the names of the directors, executive officers, other members of management and employees of CoinShares and Holdco, as well as information regarding their interests in the Business Combination, will be contained in the Registration Statement to be filed with the SEC. Additional information regarding the interests of such potential participants in the solicitation process may also be included in other relevant documents when they are filed with the SEC.

No Offer or Solicitation

The information contained in this communication is for informational purposes only and is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Transactions and shall not constitute an offer to sell or exchange, or a solicitation of an offer to buy or exchange the securities of Vine Hill, CoinShares or Holdco, or any commodity or instrument or related derivative, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, sale or exchange would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act or an exemption therefrom. Investors should consult with their counsel as to the applicable requirements for a purchaser to avail itself of any exemption under the Securities Act.

Forward-Looking Statements

This communication includes “forward-looking statements” with respect to Vine Hill, CoinShares and/or Holdco within the meaning of the federal securities laws. These forward-looking statements include all statements other than statements of historical fact, including, without limitation, the timing of, and the satisfaction of closing conditions to, completion of the Transaction. The expectations, estimates and projections of the businesses of CoinShares and Vine Hill may differ from their actual results and consequently, you should not rely on these forward-looking statements as predictions of future events. In some cases, you can identify forward-looking statements by terminology such as “according to estimates”, “anticipates”, “assumes”, “believes”, “could”, “estimates”, “expects”, “forecasts”, “intends”, “is of the opinion”, “may”, “plans”, “potential”, “predicts”, “projects”, “targets”, “to the knowledge of”, “should”, “will”, “would”, or the negatives of these terms, variations of them or similar terminology, although not all forward-looking statements contain such identifying words.

Such forward-looking statements are subject to risks, uncertainties, and other factors which may adversely affect CoinShares’ and Holdco’s ability to implement and achieve their plans and objectives set out in such forward-looking statements and which may cause actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding CoinShares’ and Holdco’s present and future policies and plans and the environment in which CoinShares and Holdco will operate in the future. Many actual events or circumstances are outside of the control of CoinShares, Holdco or Vine Hill. Furthermore, certain forward-looking statements are based on assumptions or future events which may not prove to be accurate, and no reliance whatsoever should be placed on any forward-looking statements in this communication. Factors that may cause such differences include, but are not limited to: (1) the Transactions not being completed in a timely manner or at all, which may adversely affect the price of Vine Hill’s and/or CoinShares’ securities; (2) the Transactions not being completed by Vine Hill’s business combination deadline; (3) failure by the parties to satisfy the conditions to the consummation of the Transactions, including the approval of Vine Hill’s and CoinShares’ shareholders and obtaining the requisite Acts of the Royal Court of Jersey; (4) failure to realize the anticipated benefits of the Transactions, which may be affected by, among other things, competition, the ability of CoinShares and Holdco to grow and manage growth profitably, build or maintain relationships with customers and retain management and key employees, capital expenditures, requirements for additional capital and timing of future cash flow provided by operating activities and the demand for digital assets, including cryptocurrencies and blockchain-related alternative investments, including those offered by, or underlying those offered by, CoinShares and Holdco; (5) the level of redemptions by Vine Hill’s public shareholders which will reduce the amount of funds available for CoinShares and Holdco to execute on their business strategies and may make it difficult to obtain or maintain the listing or trading of Holdco ordinary shares on a major securities exchange; (6) failure of Holdco to obtain or maintain the listing of its securities on any securities exchange after the closing; (7) costs related to the Transactions and as a result of Holdco becoming a public company that may be higher than currently anticipated; (8) changes in business, market, financial, political and regulatory conditions; (9) volatility and rapid fluctuations in the market prices of digital assets, including cryptocurrencies and blockchain-related alternative investments, including those offered by, or underlying those offered by, CoinShares and/or Holdco; (10) failure of CoinShares’ and/or Holdco’s digital asset investment products to track their respective target benchmarks; (11) regulatory or other developments that negatively impact demand for the products and services provided by CoinShares and/or Holdco; (12) the outcome of any event, change or other circumstance that could give rise to the inability to consummate the Business Combination; (13) the outcome of any legal proceedings that may be instituted against Vine Hill, CoinShares, Holdco and/or any of their respective affiliates or others; (14) changes to the proposed structure of the Business Combination that may be required or appropriate as a result of applicable laws or regulations; (15) the risk that the Business Combination disrupts current plans and operations of Vine Hill and/or CoinShares as a result of the announcement and consummation of the Business Combination; (16) treatment of digital assets, including cryptocurrencies and blockchain-related alternative investments, including those offered by, or underlying those offered by, CoinShares and/or Holdco, for U.S. and foreign tax purposes; (17) challenges in implementing CoinShares and/or Holdco’s business plan due to operational challenges, significant competition and regulation; (18) being considered to be a “shell company” or “former shell company” by the securities exchange on which Holdco ordinary shares will be listed or by the SEC, which may impact the ability to list Holdco ordinary shares and restrict reliance on certain rules or forms in connection with the offering, sale or resale of Holdco’s securities; (19) trading price and volume of Holdco ordinary shares may be volatile following the Transactions and an active trading market may not develop; (20) Holdco shareholders may experience dilution in the future due to the exercise of a significant number of existing warrants and any future issuances of equity securities of Holdco; (21) investors may experience immediate and material dilution upon the closing as a result of the Vine Hill Class B ordinary shares held by Vine Hill Capital Sponsor I LLC, since the value of the Holdco ordinary shares received by Vine Hill Capital Sponsor I LLC in exchange for such Vine Hill Class B ordinary shares is likely to be substantially higher than the nominal price paid for them, even if the trading price of Holdco ordinary shares at such time is substantially less than the price per share paid by investors; (22) conflicts of interest that may arise from investment and transaction opportunities involving Holdco, CoinShares, their respective affiliates and other investors and clients; (23) digital asset trading venues may experience greater fraud, security failures or regulatory or operational problems than trading venues for more established asset classes; (24) risks relating to the custody of CoinShares’ and Holdco’s digital assets, including the loss or destruction of private keys required to access its digital assets and cyberattacks or other data loss relating to its digital assets, which could cause CoinShares or Holdco, as applicable, to lose some or all of its digital assets; (25) a security breach, cyber-attack or other event where unauthorized parties obtain access to CoinShares’ or Holdco’s digital assets, as a result of which CoinShares or Holdco may lose some or all of their digital assets temporarily or permanently and their financial condition and results of operations could be materially adversely affected; (26) the emergence or growth of other digital assets, including those with significant private or public sector backing, including by governments, consortiums or financial institutions, could have a negative impact on the value of digital assets and adversely affect CoinShares’ and/or Holdco’s business; (27) potential regulatory changes reclassifying certain digital assets as securities could lead to the CoinShares’ and/or Holdco’s classification as an “investment company” under the Investment Company Act of 1940 and could adversely affect the market price of CoinShares’ and/or Holdco’s digital assets and the market price of CoinShares or Holdco listed securities; and (28) other risks and uncertainties included in (x) the “Risk Factors” sections of the Vine Hill Annual Report on Form 10-K and (y) other documents filed or to be filed with or furnished or to be furnished to the SEC by Holdco, CoinShares and/or Vine Hill. The foregoing list of factors is not exclusive. You should not place undue reliance upon any forward-looking statements, which speak only as of the date made. None of Vine Hill, CoinShares or Holdco undertakes or accepts any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in their expectations or any change in events, conditions, or circumstances on which any such statement is based, except as required by law. Past performance by Vine Hill’s, CoinShares’ or Holdco’s management teams and their respective affiliates is not a guarantee of future performance. Therefore, you should not place undue reliance on the historical record of the performance of Vine Hill’s, CoinShares’ or Holdco’s management teams or businesses associated with them as indicative of future performance of an investment or the returns that Vine Hill, CoinShares or Holdco will, or are likely to, generate going forward.

14 January 2026 | SAINT HELIER, Jersey | CoinShares International Limited (“CoinShares” or the “Group”) (Nasdaq Stockholm Market: CS; US OTCQX: CNSRF), a leading global asset manager specialising in digital assets, today announced that, following resolutions passed at the annual general meeting on 30 May 2025 and at the request of the Directors of the Company, Baker Tilly Channel Islands Limited (“Baker Tilly”) will resign as statutory auditor of the Company. The Board of the Company has approved the appointment of BDO LLP (the “Successor Auditor”), a UK member firm of BDO International, as statutory auditor and independent registered public accounting firm to the Company.

The appointment of the Successor Auditor reflects a key step in CoinShares’ strategic expansion into the U.S. market. BDO LLP is registered with the Public Company Accounting Oversight Board (PCAOB), a requirement of registered auditors of companies who are publicly
listed in the United States.

There are no reportable events, including disagreements, consultations, or unresolved issues between the Company and Baker Tilly.

The change has been approved by the Company’s Audit Committee, the Board of Directors and its Shareholders. 

The Board of Directors and Executive Management of the Company would like to record their sincere thanks to Baker Tilly for the professionalism, diligence and constructive support provided throughout their tenure.

About CoinShares

CoinShares is a leading global digital asset manager that delivers a broad range of financial services across investment management, trading, and securities to a wide array of clients that include corporations, financial institutions, and individuals. Founded in 2013, the firm is headquartered in Jersey, with offices in France, Stockholm, the UK, and the US. CoinShares is regulated in Jersey by the Jersey Financial Services Commission, in France by the Autorité des marchés financiers, and in the US by the Securities and Exchange Commission, National Futures Association and Financial Industry Regulatory Authority. CoinShares is publicly listed on the Nasdaq Stockholm under the ticker CS and the OTCQX under the ticker CNSRF.

For more information on CoinShares, please visit: https://coinshares.com
Company | +44 (0)1534 513 100 | enquiries@coinshares.com
Investor Relations | +44 (0)1534 513 100 | enquiries@coinshares.com

Press ContactCoinSharesBenoît Pellevoizin

bpellevoizin@coinshares.com

M Group Strategic CommunicationsPeter Padovano

coinshares@mgroupsc.com

AMF doctrine shift follows UK and Nordic moves; 
CoinShares leads the European market with a 32% AUM share

9 December 2025 | SAINT HELIER, Jersey | CoinShares International Limited ("CoinShares" or "the Group") (Nasdaq Stockholm: CS; US OTCQX: CNSRF) — a leading global asset manager specialising in digital assets, which has announced a merger with Vine Hill Capital Investment Corp (Nasdaq: VCIC), welcomes France's AMF decision to open retail access to regulated crypto ETNs. Europe's crypto exchange-traded product market is entering a new growth phase as regulators and major financial institutions across the continent move to expand retail investor access.

Key developments:

• France: The AMF adapted its doctrine to permit retail marketing of crypto-indexed ETNs, removing warning-label requirements for products that satisfy all eligibility conditions under the updated AMF Position 2010-05.
  
• UK: The FCA lifted its retail crypto ETN ban effective October 8, 2025, opening access to approximately 7 million UK crypto holders.
  
• Nordics: Nordea, the region's largest bank (€648B AUM), will offer CoinShares' Bitcoin ETP starting December 2025, reversing years of institutional caution

CoinShares is well-positioned to take advantage of this expansion. The company's physical platform (CoinShares Physical) led the European crypto ETP market with over $1 billion¹ year-to-date in net inflows. Across its full European product range, CoinShares holds a 32%² share of total regional AUM. These figures place CoinShares among the top four digital asset managers globally, alongside BlackRock, Fidelity, and Grayscale.

"Europe's crypto ETN market is opening up, not slowing down," said Jean-Marie Mognetti, CEO of CoinShares. "The U.S. led with spot ETF approvals, but Europe pioneered this sector, which we created with the first regulated Bitcoin ETP in 2015. The challenge has been fragmentation: retail access varied dramatically country by country, preventing consistent adoption despite Europe's ten-year head start. What we're seeing now in France, the UK, and the Nordics is that a cohesive unified policy is beginning to take shape, with more and more barriers breaking down every year. For global investors, Europe's opportunity isn't behind us, it's just becoming accessible. CoinShares built this market and we intend to lead it. Our partnership with BoursoBank, France's leading online bank, is a case in point, we have the distribution expertise to reach retail investors as these markets open up."

European crypto ETN inflows reached a record €2.5 billion year to date³. These regulatory shifts substantially expand the addressable market: the UK has over 14 million active retail investors, France has seen participation surge with nearly one in four adults now holding financial investments, and Nordea serves over 9 million private customers across Finland, Sweden, Norway, and Denmark⁴.

About CoinShares

CoinShares is a leading global digital asset manager that delivers a broad range of financial services across investment management, trading, and securities to a wide array of clients that include corporations, financial institutions, and individuals. Founded in 2013, the firm is headquartered in Jersey, with offices in France, Stockholm, the UK, and the US. CoinShares is regulated in Jersey by the Jersey Financial Services Commission, in France by the Autorité des marchés financiers, and in the US by the Securities and Exchange Commission, National Futures Association and Financial Industry Regulatory Authority. CoinShares is publicly listed on the Nasdaq Stockholm under the ticker CS and the OTCQX under the ticker CNSRF.

For more information on CoinShares, please visit: https://coinshares.com
Company | +44 (0)1534 513 100 | enquiries@coinshares.com
Investor Relations | +44 (0)1534 513 100 | enquiries@coinshares.com

Press Contact

CoinSharesBenoît Pellevoizin

bpellevoizin@coinshares.com

M Group Strategic CommunicationsPeter Padovano

coinshares@mgroupsc.com

¹Source: CoinShares, Bloomberg. Data as of close of business 05 December 2025
²Source: CoinShares, Bloomberg. Data as of close of business 05 December 2025
³Data as of close of business 05 December 2025
⁴ UK — "over 14 million active retail investors" Source: BestBrokers.com / Finder survey (2025) https://www.bestbrokers.com/stock-trading/stock-trading-demographics/ France — "nearly one in four adults now holding financial investments" Source: AMF / OECD study (2023) https://www.amf-france.org/en/news-publications/news-releases/amf-news-releases/oecd-study-amf-profiles-new-french-retail-investors Nordea — client numbers Source: Wikipedia / Nordea corporate data (2025) https://en.wikipedia.org/wiki/Nordea

Company to introduce new innovative products leveraging its institutional-grade research capabilities, crypto expertise and active management DNA

28 November 2025 | SAINT HELIER, Jersey | CoinShares International Limited ("CoinShares" or "the Group") (Nasdaq Stockholm: CS; US OTCQX: CNSRF), a leading global asset manager specialising in digital assets, which has announced a merger with Vine Hill Capital Investment Corp (Nasdaq: VCIC), today outlined its strategic approach to the U.S. market as it prepares for its U.S. public listing.

Statement from Jean-Marie Mognetti, CEO and Co-Founder, CoinShares:

“As we approach our U.S. listing on the NASDAQ exchange, we are applying the strategic principles that have driven CoinShares' success in Europe to the very different competitive dynamics of the American market. In Europe, we built our business on single-coin ETPs, launching the world's first bitcoin ETP in 2015, and maintained strong margins through first-mover advantage, product innovation like integrated staking, and leadership in high-margin altcoin products.

The U.S. market presents a different landscape. Single-asset crypto ETPs have been rapidly commoditized, with the market consolidating around large-scale players, leaving limited opportunities for the differentiation that drives sustainable margins. As a result, this market requires a different playbook, one that leverages our core strengths in new product categories where we can deliver genuine investor value and premium economics.

Our conviction in this strategy is backed by our results. Our CoinShares Bitcoin Miners ETF (WGMI), for example, has demonstrated the market appetite for specialized digital asset exposure, growing to over $250 million in assets under management with a 0.75% management fee. This is precisely the type of differentiated product that commands premium pricing and delivers sustainable margins.

Over the next 12-18 months, we aim to bring additional innovative products to the U.S. market across three core categories: crypto equity exposure vehicles that capture the digital asset ecosystem beyond tokens themselves; thematic baskets that provide targeted exposure to specific blockchain innovation trends; and actively managed strategies combining crypto and other assets, leveraging CoinShares quantitative expertise, being an area of increased focus (as evidenced by the pending Bastion acquisition).

These products represent our institutional-grade research capabilities, our crypto expertise built over a decade, and our active management DNA. These capabilities, along with strategies that create genuine investor value, put us in a strong position to generate products that possess the potential to reach $1 billion in assets under management.

To sharpen this focus, we are streamlining our U.S. product lineup by winding down our CoinShares Bitcoin Futures Leveraged (ticker:BTFX) product and redirecting the resources previously allocated to our planned single-asset ETF launches toward higher-margin opportunities.

This is the disciplined, high-value strategy we are bringing to U.S. public markets, one that creates sustainable shareholder value while serving investors with products that reflect CoinShares' differentiated expertise as Europe's largest and longest-established digital asset manager.”

About CoinShares

CoinShares is a leading global digital asset manager that delivers a broad range of financial services across investment management, trading, and securities to a wide array of clients that include corporations, financial institutions, and individuals. Founded in 2013, the firm is headquartered in Jersey, with offices in France, Stockholm, the UK, and the US. CoinShares is regulated in Jersey by the Jersey Financial Services Commission, in France by the Autorité des marchés financiers, and in the US by the Securities and Exchange Commission, National Futures Association and Financial Industry Regulatory Authority. CoinShares is publicly listed on the Nasdaq Stockholm under the ticker CS and the OTCQX under the ticker CNSRF.

For more information on CoinShares, please visit: https://coinshares.com
Company | +44 (0)1534 513 100 | enquiries@coinshares.com
Investor Relations | +44 (0)1534 513 100 | enquiries@coinshares.com

Press Contact

CoinSharesBenoît Pellevoizin

bpellevoizin@coinshares.com

M Group Strategic CommunicationsPeter Padovano

coinshares@mgroupsc.com

This press release contains forward-looking statements, including, without limitation, statements regarding anticipated product launches, expected market opportunities, projected assets under management, the Company’s strategic priorities, and its planned U.S. public listing. Forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause actual results, performance, or achievements to differ materially from those expressed or implied. These forward-looking statements reflect current expectations and are based on assumptions that are inherently subject to uncertainties and contingencies beyond CoinShares’ control. Readers are cautioned not to place undue reliance on these statements. Except as required by law, CoinShares undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

This press release is provided for informational purposes only and does not constitute, and should not be construed as, an offer to sell, a solicitation to buy, or a recommendation for any security, financial instrument, investment product, or advisory service. Any offering of securities will be made only by means of formal offering documents, which will contain important information about terms, risks and fees.

Certain products referenced herein, including exchange-traded products and actively managed investment strategies, may be subject to regulatory approvals that have not yet been obtained. Nothing in this press release should be interpreted as confirmation that any product has been or will be approved by the U.S. Securities and Exchange Commission, the Commodity Futures Trading Commission, or any other regulatory authority. Product availability is subject to applicable laws and client eligibility requirements.

References to historical performance, assets under management, product adoption, or market growth (including the CoinShares Bitcoin Miners ETF (“WGMI”)) are provided solely to illustrate past experience and should not be relied upon as indicators of future performance. There is no assurance that any current or future CoinShares product will achieve similar adoption levels, fee structures, performance outcomes, or assets under management, including any target or potential AUM figures described in this release.

Investments linked to digital assets, blockchain technology, or crypto-related equities involve significant risks, including market volatility, liquidity constraints, regulatory uncertainty, technological failures, operational risks, and the potential for total loss of principal. Digital asset markets are highly speculative and may be affected by rapid changes in public policy, regulatory treatment, market sentiment, and technological developments. Investors should carefully evaluate these risks and seek professional financial advice before investing.

Descriptions of specific products, strategies, or fee levels (such as the management fee for WGMI) are provided as of the date of this release and may change without notice. Product features, fee schedules, index methodologies, and investment objectives may differ from jurisdiction to jurisdiction and are subject to modification.

Any timelines relating to future product development, launch windows, or strategic initiatives including the anticipated release of new U.S.-focused products – are preliminary, subject to change, and contingent upon internal considerations and external regulatory factors. CoinShares makes no guarantee that any product or strategy referenced will be launched as described or within the stated timeframe.

This communication may not be distributed or used in any jurisdiction where such distribution would be contrary to local law or regulation. Certain products or services referenced herein may not be available to residents of all jurisdictions.

You should carefully consider the funds investment objectives, risk factors, charges and expense before investing. This and other information can be found in the full prospectus available through the links below. You should read the prospectus carefully before investing or sending money.

https://coinshares.com/en/d/etf/prospectus/btfx-2025/
https://coinshares.com/en/d/etf/prospectus/wgmi-2025/
ETFs distributed by ALPS Distributors, Inc. Member FINRA.

26 November 2025 | SAINT HELIER, Jersey and Fort Lauderdale, Florida | CoinShares International Limited ("CoinShares") (Nasdaq Stockholm: CS; US OTCQX: CNSRF), a global leading asset manager specialising in digital assets, and Vine Hill Capital Investment Corp., a publicly traded special purpose acquisition company (“Vine Hill”) (Nasdaq: VCIC), today announced that on November 21, 2025, Odysseus Holdings Limited (“Holdco”), which will become the publicly-listed holding company of CoinShares upon completion of the parties’ previously announced business combination (the “Transaction”), confidentially submitted a draft registration statement on Form F-4 (the “F-4”) to the U.S. Securities and Exchange Commission (the "SEC").  This marks an important milestone toward completion of the Transaction.

Completion of the Transaction is expected to occur on or around the end of Q1 2026 given, among other things, the anticipated timing of the review of the F-4 by the SEC staff in the aftermath of the U.S. government shutdown and the decision to include in the initial F-4 submission CoinShares' interim unaudited half-year 2025 financial statements in addition to audited financial statements for fiscal years 2024 and 2023.

Completion of the Transaction also remains subject to customary closing conditions, including the approval of CoinShares’ and Vine Hill’s respective shareholders, obtaining the requisite Acts of the Royal Court of Jersey, the effectiveness of the F-4, and receipt of certain local regulatory approvals.

About CoinShares
CoinShares is a leading global digital asset manager that delivers a broad range of financial services across investment management, trading, and securities to a wide array of clients that include corporations, financial institutions, and individuals. Founded in 2013, the firm is headquartered in Jersey, with offices in France, Stockholm, the UK, and the US. CoinShares is regulated in Jersey by the Jersey Financial Services Commission, in France by the Autorité des marchés financiers, and in the US by the Securities and Exchange Commission, National Futures Association and Financial Industry Regulatory Authority. CoinShares is publicly listed on the Nasdaq Stockholm under the ticker CS and the OTCQX under the ticker CNSRF.

About Vine Hill and Vine Hill Capital Partners
Vine Hill is a special purpose acquisition company (“SPAC”) sponsored by an affiliate of Vine Hill Capital Partners and formed as part of a platform to sponsor a series of SPACs. Vine Hill completed its $220 million initial public offering in September 2024 and its stock currently trades on Nasdaq under the ticker “VCIC.” Vine Hill Capital Partners is a premier alternative investment manager dedicated to helping businesses achieve their full potential and unlocking shareholder value through leveraging the public markets.

For more information on CoinShares, please visit: https://coinshares.com
Company  | +44 (0)1534 513 100 | enquiries@coinshares.com
Investor Relations | +44 (0)1534 513 100 | enquiries@coinshares.com

PRESS CONTACT 

CoinSharesBenoît Pellevoizin

bpellevoizin@coinshares.com

M Group Strategic CommunicationsPeter Padovano

coinshares@mgroupsc.com

IMPORTANT INFORMATION

General

This communication is being made in respect of the proposed business combination (the “Business Combination” and the other transactions contemplated by the Business Combination Agreement among CoinShares, Vine Hill, Holdco and the other parties thereto (collectively, the “Transactions”)) among Vine Hill, CoinShares and Holdco. The information contained herein does not purport to be all-inclusive and none of Vine Hill, CoinShares, Holdco or their respective affiliates makes any representation or warranty, express or implied, as to the accuracy, completeness or reliability of the information contained in this communication.

Additional Information and Where to Find It

In connection with the Transactions, CoinShares, Vine Hill and Holdco plan to file a Registration Statement on Form F-4 (as amended and supplemented from time to time, the “Registration Statement”) with the SEC, which will include a preliminary proxy statement of Vine Hill and a prospectus of Holdco relating to the offer of the securities to be issued to Vine Hill’s securityholders in connection with the completion of the Business Combination (the “Proxy Statement/Prospectus”). The definitive proxy statement and other relevant documents will be mailed to Vine Hill shareholders as of a record date to be established for voting on the Transactions and other matters as described in the Proxy Statement/Prospectus. Vine Hill, CoinShares and/or Holdco will also file other documents regarding the Transactions with the SEC. This communication does not contain all of the information that should be considered concerning the Transactions and is not intended to form the basis of any investment decision or any other decision in respect of the Transactions. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, SHAREHOLDERS OF VINE HILL AND OTHER INTERESTED PARTIES ARE URGED TO READ, WHEN AVAILABLE, THE PRELIMINARY PROXY STATEMENT/PROSPECTUS, AND AMENDMENTS THERETO, AND THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH VINE HILL’S SOLICITATION OF PROXIES FOR THE EXTRAORDINARY GENERAL MEETING OF ITS SHAREHOLDERS TO BE HELD TO APPROVE THE TRANSACTIONS AND OTHER MATTERS AS DESCRIBED IN THE PROXY STATEMENT/PROSPECTUS BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT VINE HILL, COINSHARES, HOLDCO AND THE TRANSACTIONS. Investors and security holders will also be able to obtain copies of the Registration Statement and the Proxy Statement/Prospectus and all other documents filed or that will be filed with the SEC by Vine Hill, CoinShares and/or Holdco, without charge, once available, on the SEC’s website at www.sec.gov or by directing a request to: Vine Hill Capital Investment Corp., 500 E Broward Blvd, Suite 900, Fort Lauderdale, FL 33394, or upon written request to CoinShares or Holdco at c/o CoinShares International Limited, 2nd Floor, 2 Hill Street, JE2 4UA St Helier Jersey, Channel Islands.

NEITHER THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED HEREIN, PASSED UPON THE MERITS OR FAIRNESS OF THE TRANSACTIONS OR ANY RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS COMMUNICATION. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

Participants in the Solicitation

Vine Hill, CoinShares, Holdco and their respective directors, executive officers, certain of their shareholders and other members of management and employees may be deemed under SEC rules to be participants in the solicitation of proxies from Vine Hill’s shareholders in connection with the Transactions. You can find information about Vine Hill’s directors, executive officers, certain of their shareholders and other members of management and employees and their interest in Vine Hill can be found in the sections entitled “Directors, Executive Officers and Corporate Governance – Conflicts of Interest,” “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters,” and “Certain Relationships and Related Party Transactions” of Vine Hill’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, which was filed with the SEC on March 26, 2025 and is available free of charge at the SEC’s website at www.sec.gov and at the following URL: sec.gov/Archives/edgar/data/2025396/000101376225002707/ea0234943-10k_vinehill.htm. Additional information regarding the interests of such participants will be contained in the Registration Statement when available.

A list of the names of the directors, executive officers, other members of management and employees of CoinShares and Holdco, as well as information regarding their interests in the Business Combination, will be contained in the Registration Statement to be filed with the SEC. Additional information regarding the interests of such potential participants in the solicitation process may also be included in other relevant documents when they are filed with the SEC.

No Offer or Solicitation

The information contained in this communication is for informational purposes only and is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Transactions and shall not constitute an offer to sell or exchange, or a solicitation of an offer to buy or exchange the securities of Vine Hill, CoinShares or Holdco, or any commodity or instrument or related derivative, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, sale or exchange would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act or an exemption therefrom. Investors should consult with their counsel as to the applicable requirements for a purchaser to avail itself of any exemption under the Securities Act.

Forward-Looking Statements

This communication includes “forward-looking statements” with respect to Vine Hill, CoinShares and/or Holdco within the meaning of the federal securities laws. These forward-looking statements include all statements other than statements of historical fact, including, without limitation, the timing of, and the satisfaction of closing conditions to, completion of the Transaction. The expectations, estimates and projections of the businesses of CoinShares and Vine Hill may differ from their actual results and consequently, you should not rely on these forward-looking statements as predictions of future events. In some cases, you can identify forward-looking statements by terminology such as “according to estimates”, “anticipates”, “assumes”, “believes”, “could”, “estimates”, “expects”, “forecasts”, “intends”, “is of the opinion”, “may”, “plans”, “potential”, “predicts”, “projects”, “targets”, “to the knowledge of”, “should”, “will”, “would”, or the negatives of these terms, variations of them or similar terminology, although not all forward-looking statements contain such identifying words.

Such forward-looking statements are subject to risks, uncertainties, and other factors which may adversely affect CoinShares’ and Holdco’s ability to implement and achieve their plans and objectives set out in such forward-looking statements and which may cause actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding CoinShares’ and Holdco’s present and future policies and plans and the environment in which CoinShares and Holdco will operate in the future. Many actual events or circumstances are outside of the control of CoinShares, Holdco or Vine Hill. Furthermore, certain forward-looking statements are based on assumptions or future events which may not prove to be accurate, and no reliance whatsoever should be placed on any forward-looking statements in this communication. Factors that may cause such differences include, but are not limited to: (1) the Transactions not being completed in a timely manner or at all, which may adversely affect the price of Vine Hill’s and/or CoinShares’ securities; (2) the Transactions not being completed by Vine Hill’s business combination deadline; (3) failure by the parties to satisfy the conditions to the consummation of the Transactions, including the approval of Vine Hill’s and CoinShares’ shareholders and obtaining the requisite Acts of the Royal Court of Jersey; (4) failure to realize the anticipated benefits of the Transactions, which may be affected by, among other things, competition, the ability of CoinShares and Holdco to grow and manage growth profitably, build or maintain relationships with customers and retain management and key employees, capital expenditures, requirements for additional capital and timing of future cash flow provided by operating activities and the demand for digital assets, including cryptocurrencies and blockchain-related alternative investments, including those offered by, or underlying those offered by, CoinShares and Holdco; (5) the level of redemptions by Vine Hill’s public shareholders which will reduce the amount of funds available for CoinShares and Holdco to execute on their business strategies and may make it difficult to obtain or maintain the listing or trading of Holdco ordinary shares on a major securities exchange; (6) failure of Holdco to obtain or maintain the listing of its securities on any securities exchange after the closing; (7) costs related to the Transactions and as a result of Holdco becoming a public company that may be higher than currently anticipated; (8) changes in business, market, financial, political and regulatory conditions; (9) volatility and rapid fluctuations in the market prices of digital assets, including cryptocurrencies and blockchain-related alternative investments, including those offered by, or underlying those offered by, CoinShares and/or Holdco; (10) failure of CoinShares’ and/or Holdco’s digital asset investment products to track their respective target benchmarks; (11) regulatory or other developments that negatively impact demand for the products and services provided by CoinShares and/or Holdco; (12) the outcome of any event, change or other circumstance that could give rise to the inability to consummate the Business Combination; (13) the outcome of any legal proceedings that may be instituted against Vine Hill, CoinShares, Holdco and/or any of their respective affiliates or others; (14) changes to the proposed structure of the Business Combination that may be required or appropriate as a result of applicable laws or regulations; (15) the risk that the Business Combination disrupts current plans and operations of Vine Hill and/or CoinShares as a result of the announcement and consummation of the Business Combination; (16) treatment of digital assets, including cryptocurrencies and blockchain-related alternative investments, including those offered by, or underlying those offered by, CoinShares and/or Holdco, for U.S. and foreign tax purposes; (17) challenges in implementing CoinShares and/or Holdco’s business plan due to operational challenges, significant competition and regulation; (18) being considered to be a “shell company” or “former shell company” by the securities exchange on which Holdco ordinary shares will be listed or by the SEC, which may impact the ability to list Holdco ordinary shares and restrict reliance on certain rules or forms in connection with the offering, sale or resale of Holdco’s securities; (19) trading price and volume of Holdco ordinary shares may be volatile following the Transactions and an active trading market may not develop; (20) Holdco shareholders may experience dilution in the future due to the exercise of a significant number of existing warrants and any future issuances of equity securities of Holdco; (21) investors may experience immediate and material dilution upon the closing as a result of the Vine Hill Class B ordinary shares held by Vine Hill Capital Sponsor I LLC, since the value of the Holdco ordinary shares received by Vine Hill Capital Sponsor I LLC in exchange for such Vine Hill Class B ordinary shares is likely to be substantially higher than the nominal price paid for them, even if the trading price of Holdco ordinary shares at such time is substantially less than the price per share paid by investors; (22) conflicts of interest that may arise from investment and transaction opportunities involving Holdco, CoinShares, their respective affiliates and other investors and clients; (23) digital asset trading venues may experience greater fraud, security failures or regulatory or operational problems than trading venues for more established asset classes; (24) risks relating to the custody of CoinShares’ and Holdco’s digital assets, including the loss or destruction of private keys required to access its digital assets and cyberattacks or other data loss relating to its digital assets, which could cause CoinShares or Holdco, as applicable, to lose some or all of its digital assets; (25) a security breach, cyber-attack or other event where unauthorized parties obtain access to CoinShares’ or Holdco’s digital assets, as a result of which CoinShares or Holdco may lose some or all of their digital assets temporarily or permanently and their financial condition and results of operations could be materially adversely affected; (26) the emergence or growth of other digital assets, including those with significant private or public sector backing, including by governments, consortiums or financial institutions, could have a negative impact on the value of digital assets and adversely affect CoinShares’ and/or Holdco’s business; (27) potential regulatory changes reclassifying certain digital assets as securities could lead to the CoinShares’ and/or Holdco’s classification as an “investment company” under the Investment Company Act of 1940 and could adversely affect the market price of CoinShares’ and/or Holdco’s digital assets and the market price of CoinShares or Holdco listed securities; and (28) other risks and uncertainties included in (x) the “Risk Factors” sections of the Vine Hill Annual Report on Form 10-K and (y) other documents filed or to be filed with or furnished or to be furnished to the SEC by Holdco, CoinShares and/or Vine Hill. The foregoing list of factors is not exclusive. You should not place undue reliance upon any forward-looking statements, which speak only as of the date made. None of Vine Hill, CoinShares or Holdco undertakes or accepts any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in their expectations or any change in events, conditions, or circumstances on which any such statement is based, except as required by law. Past performance by Vine Hill’s, CoinShares’ or Holdco’s management teams and their respective affiliates is not a guarantee of future performance. Therefore, you should not place undue reliance on the historical record of the performance of Vine Hill’s, CoinShares’ or Holdco’s management teams or businesses associated with them as indicative of future performance of an investment or the returns that Vine Hill, CoinShares or Holdco will, or are likely to, generate going forward.

Europe's leading digital asset manager delivers institutional access to TON, the blockchain powering Telegram's 900+ million users

28 October 2025 | SAINT HELIER, Jersey | CoinShares International Limited ("CoinShares" or "the Group") (Nasdaq Stockholm: CS; US OTCQX: CNSRF), with an announced merger with Vine Hill Capital Investment Corp (Nasdaq: VCIC), a global European leading asset manager specialising in digital assets with over $10 billion in assets under management, today launched the CoinShares Physical Staked Toncoin (Ticker: CTON, ISIN: GB00BVBM1L91) – a regulated exchange-traded product offering exposure to TON (The Open Network), the high-performance blockchain integrated with Telegram's global ecosystem.

This launch combines CoinShares' proven track record of delivering institutional-grade digital asset innovations with TON's unique infrastructure that bridges on-chain technology with real-world adoption at unprecedented scale.

Strategic Timing Meets Mass Market Reality

As European institutional appetite for diversified blockchain exposure accelerates, CoinShares has identified Toncoin as a compelling opportunity within the layer 1 landscape. TON's integration with Telegram provides a differentiated value proposition: established infrastructure supporting a significant user base through one of the world's largest communication platforms.

With Telegram's 900+ million active users and TON's high-performance capabilities of over 104,000 transactions per second, the blockchain combines technical performance with existing market reach.

"TON represents an interesting development in blockchain infrastructure, a layer 1 that's already integrated with Telegram's substantial user base, supporting real applications and payments. This aligns perfectly with our hybrid finance investment thesis: identifying projects where blockchain technology integrates with established platforms and real-world use cases, bridging the gap between traditional digital services and decentralized infrastructure. We're focused on providing our clients with access to blockchain projects that demonstrate practical utility alongside technical innovation," commented Jean-Marie Mognetti, CEO and Co-Founder of CoinShares.

Toncoin is already part of the CoinShares Altcoins ETF (Ticker: DIME) in the United States, illustrating CoinShares’ continued interest in supporting innovative blockchain ecosystems. This new European ETP extends that exposure to European investors and integrates direct staking rewards.

Product Highlights

• 0% Management Fee: Competitive institutional pricing for Europe's cheapest TON ETP
• 2% Staking Yield: Automatic yield generation from network validation rewards
• Physically Backed: Direct 1:1 exposure to underlying TON tokens
• Exchange Trading: Trade in USD on the SIX Swiss Exchange like traditional securities
• European Access: Passported across CoinShares Physical existing market footprint
• Real-World Utility: Exposure to the blockchain powering Telegram's Web3 ecosystem

About CoinShares

CoinShares is a leading global digital asset manager that delivers a broad range of financial services across investment management, trading, and securities to a wide array of clients that include corporations, financial institutions, and individuals. Founded in 2013, the firm is headquartered in Jersey, with offices in France, Stockholm, the UK, and the US. CoinShares is regulated in Jersey by the Jersey Financial Services Commission, in France by the Autorité des marchés financiers, and in the US by the Securities and Exchange Commission, National Futures Association and Financial Industry Regulatory Authority. CoinShares is publicly listed on the Nasdaq Stockholm under the ticker CS and the OTCQX under the ticker CNSRF.

For more information on CoinShares, please visit: https://coinshares.com
Company | +44 (0)1534 513 100 | enquiries@coinshares.com
Investor Relations | +44 (0)1534 513 100 | enquiries@coinshares.com

The CoinShares Physical Staked Toncoin ETP (CTON) begins trading on SIX Swiss Exchange starting 28/10/2025 in USD, with the product passported across the same European markets as CoinShares' existing CSDS product suite, providing broad institutional and retail access.

PRESS CONTACT

CoinSharesBenoît Pellevoizin

bpellevoizin@coinshares.com

M Group Strategic CommunicationsPeter Padovano

coinshares@mgroupsc.com

24 October 2025 | SAINT HELIER, Jersey | CoinShares International Limited ("CoinShares" or "the Group") (Nasdaq Stockholm: CS; US OTCQX: CNSRF), the leading European asset manager specialising in digital assets, announces a change to its financial calendar following the receipt of a waiver granted by Nasdaq Stockholm regarding publication of the Group’s financial results for the interim period 1 January – 30 September, 2025 (Q3). As a result of this waiver, CoinShares will not publish its financial results for Q3 2025 which was set to be published on November 11, 2025.

CoinShares' Q3 2025 performance remained strong, building on the momentum communicated in previous updates. The quarter reflected both favorable industry conditions and sustained investor confidence in our platform. 

As previously announced on September 8, 2025, CoinShares proposes to change its listing venue from Sweden to the U.S. through a joint merger plan (the “Transaction”).

As part of the Transaction, and to satisfy regulatory requirements applicable to a U.S. listing, the Group’s historical financial information for the twelve months ending December 31, 2023 and  December 31, 2024, as well as the Group’s interim financial information for the six-month periods ending June 30, 2024 and June 30, 2025, are required to be audited/reviewed, respectively, under the standards of the Public Company Accounting Oversight Board (“PCAOB”), which is the standard required for all companies seeking to be listed on a U.S. securities exchange.

Publication of the Group’s financial results for Q3, 2025 would, in the context of the U.S. listing process, constitute additional financial disclosure that must be incorporated into the registration statement on Form F-4. Inclusion of such information would subject it to audit procedures under the PCAOB standards. This requirement would materially delay the finalization of the Form F-4 and, consequently, impede the timely execution of the contemplated transaction.

In light of the foregoing, Nasdaq Stockholm AB has granted CoinShares a one-off waiver in respect of the release of its financial results for Q3, 2025. As a result of this waiver, CoinShares will not publish its financial results for Q3 2025 which was set to be published on November 11, 2025. The Group’s financial calendar has been updated accordingly to reflect this.

Jean-Marie Mognetti, Chief Executive Officer of CoinShares said:

“The Company continues to progress to its next phase of development, as planned. The Transaction represents a significant step in that direction. Since our initial listing in March 2021, CoinShares has consistently published detailed quarterly financial information.

While we have received a waiver from Nasdaq on the publication of our Q3 results in light of the ongoing Transaction, we remain fully committed to keeping investors informed of any material developments in accordance with MAR and other applicable requirements. We look forward to returning to our regular reporting cadence following the completion of this important project, which we believe will deliver long-term value to our shareholders.”

About CoinShares

CoinShares is the leading European asset manager specializing in digital assets, that delivers a broad range of financial services across investment management, trading and securities to a wide array of clients that includes corporations, financial institutions and individuals. Focusing on crypto since 2013, the firm is headquartered in Jersey, with offices in France, the UK and the US. CoinShares is regulated in Jersey by the Jersey Financial Services Commission, in France by the Autorité des marchés financiers, and in the US by the Securities and Exchange Commission, National Futures Association and Financial Industry Regulatory Authority. CoinShares is publicly listed on the Nasdaq Stockholm under the ticker CS and the OTCQX under the ticker CNSRF. 

For more information on CoinShares, please visit: https://investor.coinshares.com
Company | +44 (0)1534 513 100 | enquiries@coinshares.com
Investor Relations | +44 (0)1534 513 100 | corporateir@coinshares.com
  

Media contacts:
CoinShares | Benoît Pellevoizin | bpellevoizin@coinshares.com
M Group Strategic Communications | Peter Padovano | press@coinshares.com

New U.S. ETF provides diversified exposure to 10 of the leading altcoins beyond Bitcoin and Ethereum through a portfolio of crypto ETPs accessible via traditional brokerage accounts.

October 7, 2025 | SAINT HELIER, Jersey | CoinShares International Limited (“CoinShares'' or “the Group”) (Nasdaq Stockholm: CS; US OTCQX: CNSRF), a leading global asset manager specialising in digital assets with over $10 billion in AUM, today announced the launch of the CoinShares Altcoins ETF (ticker: DIME), an innovative U.S. ETF designed to capture the altcoin opportunity through investors' existing brokerage accounts.

Breaking Down Altcoin Investment Barriers

At the moment, spot Bitcoin (BTC) and spot Ethereum (ETH) ETFs are the only cryptocurrency products available in the United States¹, leaving approximately 70% of the crypto market inaccessible through traditional brokerages. DIME offers the ability to solve this gap for U.S. investors. The broader altcoin universe, where emerging opportunities may exist, requires direct crypto asset investment by way of often complex crypto exchange requirements. DIME is one of the first funds to offer exposure beyond BTC, ETH, and stablecoins, delivering diversified altcoin access directly through traditional brokerage accounts in a simple, familiar ETF wrapper.

Broad-Based Exposure Across Emerging Altcoins

DIME allocates investments equally across multiple ETPs holding different digital assets to reduce the risk of relying on a single cryptocurrency. DIME offers optionality across emerging Layer 1 alternatives,* spanning three investment themes: high-speed blockchains, interoperability protocols,** and growing platforms. DIME provides equally-weighted exposure to a basket of altcoins through investments in exchange traded products listed on public equity markets in the United States, Canada, the United Kingdom and the European Union. DIME’s initial investments will be focused on ETPs invested in Solana (SOL), Polkadot (DOT), Cardano (ADA), Cosmos (ATOM), Sei (SEI), Avalanche (AVAX), Sui (SUI), Aptos (APT), Near Protocol (NEAR), and Toncoin (TON).

*Layer 1 alternative blockchains are the foundational networks that run on their own technology and handle transactions directly, without depending on another blockchain.

** Interoperability protocols are technologies that let different blockchains talk to each other and share information.

Risk-Managed Framework

DIME aims to track the performance of the CoinShares-Compass Altcoins Index, which employs equal weighting across its constituents with quarterly rebalancing, preventing concentration risk while systematically trimming overperformers and adding to underperformers — a disciplined approach for volatile markets.

"The altcoin market represents some of blockchain's most innovative developments, but accessing these opportunities through traditional channels in the United States has been nearly impossible," said Jean-Marie Mognetti, CoinShares' CEO. "DIME changes that as part of our U.S. market expansion, bringing diversified altcoin exposure directly to American investors' brokerage accounts for the first time.”"

Key Features

• Brokerage Integration: Among the first U.S. altcoin ETF aiming to provide diversification through standard investment accounts.
• Maximum Optionality: Equal exposure to a selection of Layer 1 blockchains across multiple investment themes.
• Risk Management: Equal weighting with quarterly rebalancing aimed to prevent undue concentration - allowing clear risk budgeting.
• Waived Management Fee: CoinShares has contractually agreed to waive the 0.95% gross expense for the Fund on asset under management up to $1 billion through September 30, 2026, unless earlier amended or terminated by the Trust’s Board of Trustees on behalf of the Fund.  
• Familiar Structure: Built using ETPs listed on U.S., Canadian, U.K. and European public equity exchanges.

DIME addresses growing demand for cryptocurrency diversification beyond BTC and ETH, eliminating the complexity of managing crypto wallets while providing familiar ETF transparency and oversight.

DIME will be available for trading on Nasdaq beginning October 7, 2025. For more information about DIME and its investment strategy, please visit: coinshares.com/us/etf/DIME

About the CoinShares Compass Index

The Index is a diversified digital asset index which seeks to track the performance of a basket of Altcoins that are the native tokens of Layer 1 Digital Asset Protocols. The Index is composed of an equally weighted combination of the most representative and liquid Altcoins satisfying the Index’s eligibility requirements (the “Component

Altcoins”). In order to obtain exposure to the Component Altcoins, DIME will invest in the securities of (i) exchange-traded products, exchange-traded notes (“ETNs”) or (ii) other exchange-traded pooled investment vehicles. DIME will provide equally-weighted exposure to the Component Altcoins selected for inclusion in the Fund’s portfolio.

About CoinShares

CoinShares is a leading global digital asset manager that delivers a broad range of financial services across investment management, trading and securities to a wide array of clients that include corporations, financial institutions and individuals. Founded in 2013, the firm is headquartered in Jersey, with offices in France, Stockholm, the UK, and the US. CoinShares is regulated in Jersey by the Jersey Financial Services Commission, in France by the Autorité des marchés financiers, in the U.S by the Financial Industry Regulatory Authority. CoinShares is publicly listed on the Nasdaq Stockholm under the ticker CS and the OTCQX under the ticker CNSRF.

For more information on CoinShares, please visit: https://coinshares.com Company | +44 (0)1534 513 100 | enquiries@coinshares.com
Investor Relations | +44 (0)1534 513 100 | enquiries@coinshares.com PRESS CONTACT

CoinShares

Benoît Pellevoizin

bpellevoizin@coinshares.com

M Group Strategic Communications

Peter Padovano

coinshares@mgroupsc.com

Disclosure & Risks

Investing involves various levels of risk. The loss of principal is possible. You should consider the Fund’s investment objectives, risks, charges and expenses before investing. The fund may not be suitable for all investors. The prospectus contains this and other important information, and it may be obtained at https://coinshares.com/us/etf/documents/. You should read it carefully before investing.

Risk of Reduced Returns due to Fees. Shares of ETFs are bought and sold at market price (not NAV) and are not individually redeemed from the Fund. Applicable brokerage fees and commissions will likely reduce returns.

Management Risk. The Fund is subject to management risk because it is an actively managed portfolio. The Adviser will apply investment techniques and risk analyses in making investment

decisions for the Fund, but there can be no guarantee that the Fund will meet its investment objective.

Exchange-Traded Products (“ETPs”) Risk. The Fund is subject to the same risks as those associated with the direct ownership of the investments held or represented by the ETPs in which it invests. In addition, the shares of certain ETPs may trade at a premium or discount to their intrinsic value (i.e., the market value may differ from the net asset value of an ETP’s shares) for a number of reasons. For example, supply and demand for shares of an ETP or market disruptions may cause the market price of the ETP to deviate from the value of the ETP’s investments, which may be exacerbated in less liquid markets. The value of an ETP may also differ from the valuation of its reference market due to changes in the issuer’s credit rating.

Exchange-Traded Notes (“ETNs”) Risk. The Fund’s investments in cryptocurrency-linked instruments may include investments in ETPs, such as ETFs and ETNs. ETNs are senior, unsecured, unsubordinated debt securities whose returns are linked to the performance of a particular market benchmark or strategy, minus applicable fees. ETNs are traded on an exchange during normal trading hours. However, investors can also hold the ETN until maturity. At maturity, the issuer pays to the investor a cash amount equal to the principal amount, subject to the day’s market benchmark or strategy factor.
ETNs do not make periodic coupon payments or provide principal protection. ETNs are subject to credit risk, and the value of the ETN may drop due to a downgrade in the issuer’s credit rating, despite the underlying market benchmark or strategy remaining unchanged. The value of an ETN may also be influenced by time to maturity, level of supply and demand for the ETN, volatility and lack of liquidity in underlying assets, changes in the applicable interest rates, changes in the issuer’s credit rating, and economic, legal, political, or geographic events that affect the referenced underlying asset. When the Fund invests in ETNs, it will bear its proportionate share of any fees and expenses borne by the ETN. The Fund’s decision to sell ETN holdings may be limited by the availability of a secondary market. ETNs are also subject to tax risk. There may be times when an ETN share trades at a premium or discount to its market benchmark or strategy.

Digital Asset Investing Risk. The Fund is indirectly exposed to the risks of investing in digital assets through its investments in the ETPs. Digital assets are a new and highly speculative asset class. The risks associated with digital assets include the following:

Evolving Asset Risk. Digital assets are a new technological innovation with a limited history. There is no assurance that usage of digital assets will continue to grow. A contraction in use of digital assets may result in increased volatility or a reduction in the price of the ETPs, which could adversely impact the value of the Fund. The Bitcoin Network, the protocol for bitcoin, the first digital asset, was launched in January 2009, platform trading in bitcoin began in 2010, and Bitcoin Futures trading began in 2017. Other digital assets tracked by the ETPs were launched more recently which may limit a potential shareholder’s ability to evaluate an investment in the Fund.

The Fund’s investments are exposed to risks associated with the price of digital assets, which are subject to numerous factors and risks, including:

• The total and available supply of digital assets, including the possibility that small groups of early adopters hold a significant proportion of the digital asset supplies and that sales of digital assets by such large holders may negatively impact the price of digital assets;
• Global demand for digital assets, which is influenced by the growth of retail merchants’ and commercial businesses’ acceptance of digital assets as payment for goods and services, the security of online exchanges and public addresses that hold digital assets, the perception that the use and holding of digital assets is safe and secure, the lack of regulatory restrictions on their use, and the reputation regarding the use of digital assets for illicit purposes;
• Global digital asset supply, which is influenced by similar factors as global digital asset demand, in addition to fiat currency (i.e., government currency not backed by an asset such as gold) needs by miners, stakers, and taxpayers who may liquidate digital asset holdings to meet tax obligations;

● Investors’ expectations with respect to the rate of inflation of fiat currencies; ● Foreign exchange rates between fiat currencies and digital assets;
● Interest rates;

• The continued operation of digital asset exchanges in the United States and foreign jurisdictions, including regulatory status, trading and custody policies, and cyber security;
• Investment and trading activities of large investors, including private and registered funds, that may directly or indirectly invest in digital assets;
• Regulatory measures, if any, that restrict the use of digital assets as a form of payment or the purchase or sale of digital assets, including measures that restrict the direct or indirect participation in the digital asset markets by financial institutions or the introduction of digital asset instruments;
• The maintenance and development of the open-source software protocols of various digital assets;
• Increased competition from other cryptocurrencies and digital assets, including forks of existing digital asset networks;

● Global or regional political, economic or financial events and situations; ● Investor or participant sentiments on the value or utility of digital assets; and ● The mining or staking activities of participants on digital asset networks and the willingness of participants to clear transactions on digital asset networks.

Negative developments with respect to any of these factors could adversely impact an investment in the Fund.

This is a new ETF with limited operating history.

The risks of digital assets include:

● Being subject to unique and substantial risks, including significant price volatility and lack of liquidity. The value of digital assets may decline significantly without warning, including to zero. ● Being largely unregulated’ ● Digital asset-linked investments, including the ETPs, being more susceptible to fraud and manipulation than more regulated investments.

● Being unable to obtain exposure to digital asset-linked investments consistent with their investment objectives being disrupted for any reason, including as a result of a lack of liquidity, volatility, or a disruption in the digital asset or digital asset futures market, or as a result of margin requirements, position limits, or other conditions, factors, or limitations of a particular fund, the fund may not be able to achieve its investment objective and may experience significant losses.

Diversification does not guarantee against a loss.

The Fund is distributed by ALPS Distributors, Inc.

¹ McGee, S. (2025, September 18). SEC paves way for crypto spot ETFs with new listing rules. Reuters. https://www.reuters.com/sustainability/boards-policy-regulation/sec-paves-way-crypto-spot-etfs-with-new-listing-rules-2025-09-18/

A strategic acquisition complementing CoinShares' U.S. expansion plans

1st October 2025 | SAINT HELIER, Jersey | CoinShares International Limited ("CoinShares" or "the Group") (Nasdaq Stockholm: CS; US OTCQX: CNSRF), the leading European asset manager specializing in digital assets with ~US$10 billion in AuM, today announced the acquisition of Bastion Asset Management Limited (“Bastion”), a London-based, FCA-regulated crypto-focused alternative investment manager. The acquisition significantly strengthens CoinShares' actively managed capabilities, as the firm continues its evolution into a comprehensive digital asset management platform. Following completion of the acquisition, Bastion will be fully integrated into CoinShares, with its strategies, team, and capabilities becoming part of the expanded CoinShares platform. The acquisition is subject to regulatory approval from the UK Financial Conduct Authority.

Strategic Vision: Building a Digital Asset Management One-Stop Shop

The acquisition of Bastion represents another step towards CoinShares' strategic objective to become a global leading asset manager specializing in digital assets. By combining passive beta products like ETPs with sophisticated actively managed strategies, CoinShares aims to offer investors a complete solution spanning the entire digital asset investment spectrum.

"This acquisition perfectly aligns with our vision to provide our global investor base with comprehensive digital asset management solutions" said Jean-Marie Mognetti, CEO and Co-Founder of CoinShares. "Having worked closely with Bastion over the course of the last year, we have experienced firsthand the performance of their strategies and witnessed their expertise in systematic digital asset investing. Bastion's institutional-grade approach and proven track record in quantitative alpha generation significantly enhances our ability to serve sophisticated investors seeking actively managed digital asset solutions."

“We are delighted to be joining the CoinShares group and to become a new part of its digital asset investment solution,” said Philip Scott, CEO and Co-Founder of Bastion. “Over the last three years we have built a strong market neutral strategy and a broad and growing range of investors. This acquisition will enable us to further scale our investor base, accelerate the build out of our innovative alternative program whilst increasing our investor outreach.”

Enhancing Active Asset Management Capabilities

Bastion brings to CoinShares a market-leading quantitative alpha investment approach applied to digital assets.

As part of the transaction, Fred Desobry (Bastion CIO) with over 17 years of experience in systematic investing and quantitative research, and Philip Scott (Bastion CEO / Co-Founder) with over 25 years of financial services experience and extensive operational expertise, will join CoinShares upon completion and support CoinShares' continued scaling and expansion initiatives, serving a broad range of institutional clients.

Accelerating U.S. Market Expansion

Combining Bastion's alpha generation expertise with CoinShares' registered Investment Advisor (1940 Act) status will enable the development of sophisticated, actively managed funds in the U.S. market. This capability establishes CoinShares as a uniquely positioned provider of institutional-grade, actively managed digital asset products, clearly differentiating it from traditional asset managers and crypto infrastructure players.

About CoinShares

CoinShares is the leading European asset manager specializing in digital assets, that delivers a broad range of financial services across investment management, trading and securities to a wide array of clients that includes corporations, financial institutions and individuals. Focusing on crypto since 2013, the firm is headquartered in Jersey, with offices in France, the UK and the US. CoinShares is regulated in Jersey by the Jersey Financial Services Commission, in France by the Autorité des marchés financiers, and in the US by the Securities and Exchange Commission, National Futures Association and Financial Industry Regulatory Authority. CoinShares is publicly listed on the Nasdaq Stockholm under the ticker CS and the OTCQX under the ticker CNSRF.

This information is information that CoinShares International Limited is obliged to make public pursuant to the EU Market Abuse Regulation 596/2014. The information in this press release has been published through the agency of the contact persons set out below, at 6:20 am CET on 1st October 2025.

For more information on CoinShares, please visit: https://investor.coinshares.com
Company | +44 (0)1534 513 100 | enquiries@coinshares.com
Investor Relations | +44 (0)1534 513 100 | corporateir@coinshares.com
 

Media contacts:

CoinShares | Benoît Pellevoizin | bpellevoizin@coinshares.com
M Group Strategic Communications | Peter Padovano | press@coinshares.com

CoinShares International Limited (“CoinShares”) Vine Hill Capital Investment Corp., a special purpose acquisition company listed on the Nasdaq Stock Market (“Vine Hill”), and Odysseus Holdings Limited, a newly formed Jersey entity, (“Odysseus Holdings”)¹ today jointly announce that CoinShares, Vine Hill and Odysseus Holdings have agreed on a joint merger plan including a court-sanctioned Scheme of Arrangement (as defined below) under Jersey Law between CoinShares and its shareholders (such joint merger plan and the Scheme of Arrangement, together, the “Transaction”), in order to facilitate a change of listing venue for CoinShares ordinary shares from Nasdaq Stockholm to the Nasdaq Stock Market in the United States, or any other public stock market or exchange in the United States as may be agreed between CoinShares and Vine Hill. The total consideration for CoinShares’ shareholders represents a valuation of CoinShares at approximately SEK 11.3 billion or USD 1.2 billion, corresponding to approximately SEK 173.2 per ordinary share in CoinShares calculated based on the shares and options outstanding as of 8 September 2025 in accordance with terms of the BCA (as defined below)², and representing a premium of approximately 30.6 percent compared to the closing share price of SEK 132.6 in CoinShares on Nasdaq Stockholm on 5 September 2025, which was the last ended trading day prior to the announcement of the Transaction³.The consideration of the Transaction consists of ordinary shares in Odysseus Holdings (as defined below), which will ultimately replace Vine Hill as the listed entity on the Nasdaq Stock Market in the United States and own all the outstanding shares in CoinShares after the completion of the Transaction which is intended to commence on 17 December 2025.

Today, 8 September 2025, each of CoinShares, Vine Hill, Odysseus Holdings and Odysseus (Cayman) Limited, a newly formed Cayman Islands exempted company, wholly owned by Odysseus Holdings have entered into a Business Combination Agreement (the “BCA”) which outlines the structure of the Transaction and a joint merger plan that includes a scheme of arrangement under Article 125 of the Jersey Companies Law (the “Scheme of Arrangement”).

Each issued and outstanding ordinary share of CoinShares will be exchanged for a number of ordinary shares of Odysseus Holdings (each, an “Odysseus Holdings Ordinary Share”) equal to the quotient obtained by dividing (i) the Equity Value Per Share (as defined below) by (ii) USD 10.0⁴ (such quotient, the “Equity Exchange Ratio”). The “Equity Value Per Share” is calculated as USD 1.2 billion⁵ divided by the fully diluted number of outstanding and issued ordinary shares in CoinShares as of immediately prior to the completion of the Transaction, excluding the ordinary shares in to be issued in the private placement referred to in the previous press release announced by CoinShares and Odysseus Holdings jointly.⁶ Based on the number ordinary shares in CoinShares as of 8 September 2025, the Equity Exchange Ratio would be equal to approximately 1.8116 Odysseus Holdings Ordinary Shares.⁷ The minimum Equity Exchange Ratio is approximately 1.7782 Odysseus Holdings Ordinary Shares.⁸ The maximum Equity Exchange Ratio is approximately 1.8319 Odysseus Ordinary Shares.⁹

Based on the average volume-weighted price during the last ten trading days for CoinShares’ ordinary shares on Nasdaq Stockholm, the approximate Transaction consideration calculated based on the shares and options outstanding as of 8 September 2025 in accordance with terms of the Business Combination Agreement represents a premium of approximately:¹⁰

• 30.6 percent compared to the closing share price of SEK 132.6 on Nasdaq Stockholm on 5 September 2025, which was the last trading day¹¹ prior to the announcement of the Transaction;
• 53.0 percent compared to the volume weighted average trading price of SEK 113.2 for the shares on Nasdaq Stockholm during the last 30 trading days¹² prior to the announcement of the Transaction; and
• 89.0 percent compared to the volume weighted average trading price of SEK 91.6 for the shares on Nasdaq Stockholm during the last 180 trading days¹³ prior to the announcement of the Transaction.

The evaluation of the Transaction by the Board of Directors

The Board of Directors’ opinion of the Transaction is based on an assessment of a number of factors that the Board of Directors has considered relevant in relation to the evaluation of the Transaction. These factors include, but are not limited to strategic benefits of the Transaction and the share premium for CoinShares’ shareholders. The Board of Directors believe that the Transaction represents a strategic opportunity to reposition CoinShares within the U.S. capital markets, enabling CoinShares to access a deeper pool of institutional investors, benefit from enhanced research coverage, and align its listing venue with its global growth ambitions including building brand awareness for new product launches in the U.S. as a U.S. listed company, which will support CoinShares’ strategic entry into the U.S. marketplace, which it believes offers potential for revenue growth.

Furthermore, the Board of Directors has obtained a fairness opinion dated 7 September 2025 issued by Eight Advisory UK Limited (the “Fairness Opinion”) reflecting their opinion as of that date that, on the basis of the considerations therein, the consideration to be paid by Odysseus Holdings is fair, from a financial point of view, to CoinShares in accordance with Rule II.19 and III.3 of the Takeover rules for Nasdaq Stockholm and Nordic Growth Market NGM (the “Takeover Rules”).

The Board of Directors considers the consideration to be fair, from a financial point of view to the shareholders of CoinShares and this view is supported by the Fairness Opinion from Eight Advisory UK Limited, to the effect that, as of such date and based upon and subject to the assumptions and limitations set forth therein, the consideration to be received in the Transaction by the shareholders of CoinShares is fair, from a financial point of view, to such shareholders.

Based on the above, the Board of Directors unanimously recommends CoinShares shareholders to vote in favor of the Transaction on the court meeting which is expected to be held on or about 8 December 2025.

Impact on CoinShares and its employees

There are currently no decisions concerning any material changes to CoinShares’ employees or to the existing organization and operations, including the terms of employment and locations of the business.

Brief description of Odysseus Holdings

Odysseus Holdings is a newly formed Jersey company established pursuant to the BCA. It serves solely as a vehicle within the predetermined transaction structure initiated by CoinShares and Vine Hill in accordance with the BCA.

Brief description of CoinShares

CoinShares is a leading European asset manager specializing in digital assets, that delivers a broad range of financial services across investment management, trading and securities to a wide array of clients that includes corporations, financial institutions and individuals. Focusing on crypto since 2013, the firm is headquartered in Jersey, with offices in France, Sweden, Switzerland, the UK and the US. CoinShares is regulated in Jersey by the Jersey Financial Services Commission, in France by the Autorité des marchés financiers, and in the U.S. by the Securities and Exchange Commission, the National Futures Association and the Financial Industry Regulatory Authority. CoinShares is publicly listed on Nasdaq Stockholm under the ticker CS and the OTCQX under the ticker CNSRF.

Brief description of Vine Hill

Vine Hill was established for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, and forms part of Vine Hill Capital Partners, which is a premier alternative investment manager dedicated to helping businesses achieve their full potential and unlocking shareholder value through leveraging the public markets. Vine Hill is publicly listed on the Nasdaq Stock Market under the ticker VCIC.

Certain closely related party matters

Odysseus Holdings is wholly owned by Jeri-Lea Brown, who is affiliated with CoinShares through her employment in CoinShares as Corporate Secretary. Jeri-Lea Brown’s engagement in Odysseus Holdings is solely for the purposes of facilitating the Transaction as described herein and in accordance with Odysseus Holdings’ undertakings in the BCA.

As at the date of this announcement, Odysseus Holdings indirectly holds 2,000 shares and 5,608 options in CoinShares, corresponding to less than 0.001 percent of the shares and votes in CoinShares.¹⁴ Jeri-Lea Brown’s participation in the Transaction means that Section III of the Takeover Rules is applicable to the Transaction, entailing that CoinShares is obliged to obtain and announce a fairness opinion regarding the Transaction from an independent expert. As stated above under “The evaluation of the Transaction by the Board of Directors” above, the Board of Directors of CoinShares has obtained a fairness opinion from Eight Advisory UK Limited.

Advisors

Stifel and Keefe, Bruyette & Woods (KBW) is acting as financial advisor to CoinShares in relation to the Transaction. White & Case (as to U.S law, U.K. law and Swedish law) and Carey Olsen (as to Jersey Law and Cayman Islands Law) are acting as legal advisors to CoinShares in relation to the Transaction.

Information about the Transaction

Information about the Transaction is made available at www.coinshares-bidco.com.

For inquiries about the Transaction, please contact:

CoinShares

Benoît Pellevoizin, Head of Marketing & Communications, bpellevoizin@coinshares.com

This disclosure contains information that CoinShares International Limited is obliged to make public pursuant to the EU Market Abuse Regulation (EU nr 596/2014). The information was submitted for publication, through the agency of the contact person set out above, at 14:30 CEST on 8 September 2025.

¹ Odysseus Holdings Limited is a newly formed Jersey private limited liability company wholly owned by Jeri-Lea Brown, with registration number 161481, having its registered office at 2 Hill Street, St. Helier, JE2 4UA.

² Based on 65,507,173 shares in CoinShares, excluding 1,171,037 shares held in treasury by CoinShares in each case as of 8 September 2025 and 734,338 shares in CoinShares that, as of 8 September 2025, would be issued if the outstanding CoinShares options, whether vested or unsettled, were net settled by withholding shares upon exercise, and an exchange rate of SEK/USD 9.45324 as of 5 September 2025, which would result in an Equity Exchange Ratio (as defined below) of 1.8116. Assuming all of the 1,927,883 outstanding CoinShares options were exercised for cash prior to completion of the Transaction, and CoinShares issued  USD 500,000 of additional options (the maximum amount permitted under the BCA) at the USD 10.00 transaction price prior to completion of the Transaction, there would be 67,485,056 shares in CoinShares, which would result in an Equity Exchange Ratio of approximately 1.7782 corresponding to SEK 168.1. Assuming all of the 1,927,883 CoinShares Options were cancelled prior to completion of the Transaction, and CoinShares does not issue any additional options prior to completion of the Transaction, there would be 65,507,173 shares in CoinShares, which would result in an Equity Exchange Ratio of approximately 1.8319 corresponding to SEK 173.2. The actual number of shares in CoinShares calculated on a fully diluted basis pursuant to the BCA as of immediately prior to the completion of the Transaction, excluding the shares to be issued in the private placement may be different.

³ Excluding today, 8 September 2025.

⁴ Corresponding to approximately SEK 94.5, based on an exchange rate of USD/SEK 9.45324 as of 5 September 2025.

⁵ Corresponding to approximately SEK 11.3 billion, based on an exchange rate of USD/SEK 9.45324 as of 5 September 2025.

⁶ Based on 65,507,173 shares in CoinShares, excluding 1,171,037 shares held in treasury by CoinShares in each case as of 8 September 2025, and 734,338 shares in CoinShares that, as of 8 September 2025, would be issued if the outstanding CoinShares options (as defined above), whether vested or unsettled, were net settled by withholding shares upon exercise, which would result in an Equity Exchange Ratio of 1.8319.

⁷ Based on 65,507,173 shares in CoinShares, excluding 1,171,037 shares held in treasury by CoinShares, in each case as of
8 September 2025, and 734,338 shares in CoinShares that, as of 8 September 2025, would be issued if the outstanding CoinShares options, whether vested or unsettled, were net settled by withholding shares upon exercise.

⁸ Assuming all of the 1,927,883 outstanding CoinShares Options were exercised for cash prior to completion of the Transaction, and CoinShares issued USD 500,000 of additional options (the maximum amount permitted under the BCA) at the USD 10.00 transaction price prior to completion of the Transaction, there would be 67,485,056 shares in CoinShares (excluding the shares to be issued in the private placement which do not impact the calculations), which would result in an Equity Exchange Ratio of approximately 1.7782 corresponding to SEK 168.1.

⁹ Assuming all of the 1,927,883 CoinShares options were cancelled prior to completion of the Transaction, and CoinShares does not issue any additional options prior to completion of the Transaction, there would be 65,507,173 shares in CoinShares (excluding the shares to be issued in the private placement which do not impact the calculations), which would result in an Equity Exchange Ratio of approximately 1.8319 corresponding to SEK 173.2.

¹⁰ Based on 65,507,173 shares in CoinShares, excluding 1,171,037 shares held in treasury by CoinShares in each case as of 8 September 2025, and 734,338 shares in CoinShares that, as of 8 September 2025, would be issued if the outstanding CoinShares Options (as defined above), whether vested or unsettled, were net settled by withholding shares upon exercise. The number of shares in CoinShares calculated pursuant to the BCA as of immediately prior to the completion of the Transaction, excluding the shares to be issued in the Private Placement may be different.

¹¹ Excluding today, 8 September 2025.

¹² Excluding today, 8 September 2025.

¹³ Excluding today, 8 September 2025.

¹⁴ Based on 65,507,173 shares in CoinShares, excluding 1,171,037 shares held in treasury by CoinShares and 734,338 shares in CoinShares that, as of 8 September 2025, would be issued if the outstanding CoinShares options, whether vested or unsettled, were net settled by withholding shares upon exercise.

• 8A_Fairness Opinion_Moneta (Final)