The leading European asset manager specializing in digital assets with US$10 billion in AuM sets sights on expanding into U.S. market

CoinShares ranks among the top four managers globally by crypto ETP AuM alongside BlackRock, Fidelity, and Grayscale and holds the #1 market position in Europe with 34% market share

CoinShares is experiencing a period of significant growth; AuM has more than tripled over the last two years through strong investor inflows, supportive digital asset pricing and successful new product launches

CoinShares is bringing its global leadership to the large addressable U.S. market via a Nasdaq listing. This listing will enhance the company's U.S. growth plans where it has recently launched product offerings, and is uniquely positioned to capitalize on market trends.

Transaction is anchored by a fundamental institutional investor committing to invest US$50 million in common equity

Transaction represents US$1.2 billion pre-money equity value on a pro-forma basis

SAINT HELIER, Jersey and FORT LAUDERDALE, Fla., Sept. 8, 2025 /PRNewswire/ -- CoinShares International Limited ("CoinShares" or "the Company") (Nasdaq Stockholm: CS; US OTCQX: CNSRF), the leading European asset manager specializing in digital assets with US$10 billion in AuM, and Vine Hill Capital Investment Corp., a publicly traded special purpose acquisition company ("Vine Hill") $(VCIC)$, today announced that they have entered into a definitive business combination agreement (the "Business Combination Agreement") that will result in CoinShares becoming publicly listed on the Nasdaq Stock Market in the United States (together with the transactions contemplated by the Business Combination Agreement, the "Business Combination"). The transaction is expected to fuel CoinShares' strategic international expansion and enable U.S. investors to participate more directly in its global growth, including expected growth in the United States.

The transaction values CoinShares at US$1.2 billion pre-money on a pro-forma basis, positioning it as one of the largest publicly traded pure-play digital asset managers globally.

Transaction Highlights

   -- CoinShares is a pioneer in the digital asset space, and has secured a 
      leading position as the fourth-largest manager of digital asset 
      exchange-traded products ("ETPs") globally behind BlackRock, Grayscale, 
      and Fidelity and the #1 manager in EMEA with a 34% market share. 
 
   -- CoinShares is experiencing a period of significant growth driven by a 
      combination of supportive digital asset pricing, successful new product 
      launches and strong net organic inflows leading to more than 200% AuM 
      growth over the past two years. 
 
   -- CoinShares benefits from a highly recurring revenue model with attractive 
      margins, resulting in substantial and recurring free cash flow 
      generation. 
 
   -- CoinShares operates consistently with attractive margins (76% Adjusted 
      EBITDA margin in 1H 2025, 68% in CY2024).1 
 
   -- The transaction is priced at 7.3x Enterprise Value / CY2024 EBITDA and 
      10.7x Price / Earnings, as compared to peers at 20.9x and 25.4x, 
      respectively. 
 
   -- At the closing of the transaction, securityholders of CoinShares and Vine 
      Hill will exchange their securities for securities in a new combined 
      company, Odysseus Holdings Limited ("Holdco"). 

Jean-Marie Mognetti, CEO & Co-Founder of CoinShares said: "This transaction represents far more than a change of listing venue from Sweden to the United States. It signals a strategic transition for CoinShares, accelerating our ambition for global leadership, supported by favorable regulatory tailwinds. The case for digital assets as an investment class and blockchain as a transformative technology has reached a decisive inflection point and can no longer be ignored. There is no going back.

The U.S. is now serving as the crucible of the digital asset space. By listing in the United States, CoinShares is positioning itself to meet growing investor demand and to participate more fully in the evolution of this new industry.

Our European playbook, built and refined over a decade, is proven and effective. We are now deploying this experience to bring a new suite of products to American investors. A U.S. listing will reinforce our credibility, expand our reach, and position us to capture the opportunity in the world's largest asset management market, home to over half of global assets under management.(2) "

Nicholas Petruska, CEO of Vine Hill said, "CoinShares exemplifies everything we look for in a high-value investment: market leadership, a proven, scalable business model, a massive and expanding addressable market and a team with the proven ability to execute. CoinShares's proven EMEA playbook and expertise featuring a recurring fee-based revenue model supplemented with strong historical gains and income from a variety of trading activities which together have resulted in a consistently impressive 70% adjusted EBITDA margins in CY2024, combined with U.S. capital markets access and distribution, creates an unstoppable growth engine."

The CoinShares Advantage

Proven Market Leadership

   -- Fourth-largest manager of digital asset ETP products globally behind 
      BlackRock, Grayscale, and Fidelity and #1 manager in EMEA with a 34% 
      market share. 
 
   -- US$10 billion in AuM which has more than tripled over the last two years 
      through strong new investor inflows, supportive digital asset pricing and 
      successful new product launches. 
 
   -- CoinShares has evolved its business from a "single-platform" with 4 
      products in 2021 to a 32-product suite across 4 platforms including 
      CoinShares Physical, the fastest growing digital asset ETP platform in 
      Europe3 with 5.4x revenue growth from 2023 through Q2 2025. 
 
   -- Diversified client base of institutional partners and individual 
      investors, including private banks, wealth management platforms, digital 
      brokerages, and professional investors. 

Operating Model Built for Scale

   -- Robust revenue growth and strong and consistent profitability with a 
      recurring fee-based revenue model with a 70% adjusted EBITDA margin 
      (CY2024). 
 
   -- Multi-layered product suite: crypto ETPs (Bitcoin, Ethereum, Solana, and 
      other altcoins), crypto indices ETP, and equity products targeting the 
      broader digital asset ecosystem. 
 
   -- Strong cash generation funds both organic growth and strategic 
      acquisitions, where the company has amassed a net asset position of 
      US$411 million as of June 2025. 

Capitalizing on the U.S. Market Opportunity

   -- U.S. regulatory clarity improving with landmark legislation, creating 
      tailwinds for compliant operators, continued crypto innovation and 
      unlocking new investor segments. 
 
   -- Next-generation digital asset products go beyond simple beta exposure 
      with unique product offerings being brought to market, utilizing our 
      proprietary research, capital markets expertise, and 10+ years of market 
      experience to provide strong competitive differentiation 
 
   -- Strong and continuously growing institutional demand for tokenization of 
      real-world assets and on-chain financial products beyond traditional 
      crypto exposure 

The boards of directors of both CoinShares and Vine Hill have unanimously approved the Business Combination which is expected to close by the end of the fourth quarter of 2025, subject to shareholder approvals, regulatory approvals, and other customary closing conditions.

Investor Resources

Information about the Business Combination is made available at www.coinshares-holdco.com

Additional information is available on the CoinShares Investor Relations website at https://investor.coinshares.com/, including a presentation of CoinShares's business, an FAQ, and the transaction details.

Additional Information about the transaction, including a copy of the Business Combination Agreement and the investor presentation, will be filed by Vine Hill in a Current Report on Form 8-K with the Securities and Exchange Commission and available at www.sec.gov.

Advisors

Stifel and Keefe, Bruyette and Woods (KBW), a Stifel Company, are acting as financial advisors to CoinShares, as well as Sole Placement Agent.

White & Case LLP is serving as legal counsel to CoinShares as to U.S. law, U.K. law and Swedish law and Carey Olsen is serving as legal counsel to CoinShares as to Jersey law and Cayman Islands law. Paul Hastings LLP is serving as legal counsel to Vine Hill. Latham & Watkins LLP is serving as legal counsel to Stifel.

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.

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.

Cautionary Note Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. These forward-looking statements include all statements other than statements of historical fact, including, without limitation, statements regarding or similar to: estimates and forecasts of financial position, business strategy, plans, targets and objectives of the management of CoinShares for future operations (including development plans and objectives), the anticipated benefits of the Business Combination, the anticipated capitalization and enterprise value of Holdco and CoinShares following the Business Combination, expectations related to the terms and timing of the Business Combination, regulatory developments in CoinShares' and/or Holdco's industries, and funding of and investments into CoinShares and/or Holdco. 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 press release. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: (1) the Business Combination 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 Business Combination not being completed by Vine Hill's business combination deadline; (3) failure by the parties to satisfy the conditions to the consummation of the Business Combination, 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 Business Combination, 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's 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 Business Combination and as a result of Holdco becoming a U.S.-listed 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 disrupt 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 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 Business Combination 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 its 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 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 forward-looking statements in this press release speak only as of the date of this press release, and none of CoinShares, Holdco or Vine Hill assumes any obligation and expressly disclaims to the fullest extent permitted by law any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements or other information contained herein. 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

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