VivoPower (VVPR) Advances $308M Direct NASDAQ Spin-Off of Caret Digital

VivoPower International PLC (NASDAQ: VVPR) ("VivoPower") announced today that it has engaged advisors to fast-track execution in relation to its previously announced plan to directly spin off Caret LLC ("Caret Digital") through an IPO on NASDAQ.

Caret Digital's strategy will be focused on digital asset mining, with an emphasis on mining DOGE as previously announced. With the first six-month phase of mining DOGE nearing successful completion, VivoPower is confident of the scalability of the business. Leveraging DOGE mining economics, Caret Digital will convert mined DOGE into either XRP or BTC, securing both at an effective discount (based on current DOGE mining economics), which will then allow it to execute on strategies to optimise yield and returns.

The implied market capitalisation for the spin-off is US$308 million (subject to change based on market conditions and other factors). Additionally, Caret Digital intends to raise up to US$50 million from strategic investors as part of the transaction to support growth plans and it has been engaged in negotiations with counterparties in the Middle East and Asia. Since the election of US President Donald Trump and the recent investment of the Trump brothers in digital asset mining, there has been a significant increase in interest in digital asset mining activities outside of the United States, including in countries where such activity has previously been prohibited. In addition, renewable power sources at sub 3c/watt have been identified.

With the support of VivoPower's Chairman of the Board of Advisors, Adam Traidman, an experienced and dedicated digital asset mining team is being assembled. Mr. Traidman has a strong track record scaling up digital asset mining operations for Japan's leading financial conglomerate, the Tokyo-listed SBI Group.

It is proposed that VivoPower shareholders as at a future record date, will be entitled to receive five (5) shares of Caret Digital for each VivoPower share held. VivoPower today lodged a notice in accordance with NASDAQ rules that provides at least 10 calendar days' notice of an ex-date.

There can be no assurances that VivoPower will consummate the proposed transaction on the terms currently contemplated, or at all, as it will be subject to market conditions.

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