Update on Verde Corporation Subscription

EQTEC PLC

02 April 2024

 

2 April 2024

EQTEC plc

("EQTEC", the "Company" or the "Group")

Update on Verde Corporation Subscription

Further to its announcements of 13 February 2024, 22 February 2024, 29 February 2024 and 11 March 2024, EQTEC plc (AIM: EQT), a global technology innovator powering distributed, decarbonised, new energy infrastructure through its waste-to-value solutions for hydrogen, biofuels, and energy generation, notifies an update on the Subscription.

Completion has been postponed by request from Verde Corporation ("Verde"), with the Company agreeing in exchange for improved commercial terms for the Company with regards to the Subscription price for the Second Tranche and exercise price of the warrants associated with it. Verde has confirmed to the Company that the unrelated transaction by Verde in the USA has now closed, and so enabling Verde to conclude the Subscription under the revised terms.

Consequently, to vary settlement timescales and improve the pricing on the subscription, the Company has signed a new Subscription letter ("Subscription Letter") with Verde, for the same total subscription amount, replacing the one signed on 11 March 2024.

The key terms of the new Subscription Letter are as follows:

·    First subscription for cash consideration of £500,000 (the "First Tranche") for 21,276,596 ordinary shares in the Company ("Shares") at the same placing price of £0.0235 (the "First Tranche Price").

·    Second subscription for cash consideration of £1,000,000 (the "Second Tranche") for 18,867,925 ordinary shares in the Company ("Shares") at an increased placing price of £0.0530 (previously£0.0475)  (the "Second Tranche Price") together with the granting of 1 warrant per Second Tranche Share (the "Second Tranche Warrants") with a 48-month term from grant and an increased exercise price of £0.0530 (previously £0.0475).

·    Receipt of the cash consideration of both tranches by the Company by 19 April 2024.

·    In relation to the First Tranche, Admission becoming effective by not later than seven (7) days only after receipt of the First Tranche cash consideration (or such later time and/or date as the Company may determine).

·    On receipt of the First Tranche consideration the Company will promptly issue notice of an EGM to be held to seek approval from its Shareholders to increase the authorised share capital and refresh the Company's authority to allot shares.

·   In relation to the Second Tranche, subject to receipt of the Second Tranche consideration, Admission becoming effective by not later than seven (7) days after approval is received from Shareholders at an EGM to increase the authorised share capital and refresh the Company's authority to allot shares (or such later time and/or date as the Company may determine).

 The new Subscription Letter includes board representation rights as previously announced.

Mike Luther, Founder and Chairman of Verde Corporation, commented:

"We remain 100% committed to this strategic investment into EQTEC that has, unfortunately, taken longer to complete than we originally envisaged. Peripheral matters that required completing as part of Verde's investment Group have now, finally, closed and so allowing us to move forward towards concluding this transaction with EQTEC. We are already working within our network on collaboration opportunities to enhance the profile of the company in the USA."

David Palumbo, CEO of EQTEC plc, commented:

"Whilst the delays in completing this subscription have been frustrating for all, Verde have kept us appraised of matters throughout the process and we look forward, once this transaction closes, to being able to move at pace to explore strategic opportunities."

The agreement for conversion of debt into equity by significant shareholders Pitcole Limited and Altair Group Investment Limited, along with the undertaking by YA-RF Lenders not to convert the remaining £600,000 syndicated facility, until after 30 June 2024, remains in place as previously announced.

While the Company has remained in contact with Verde throughout this process, the Directors remind shareholders that until have funds have been received, Admission will not take place and the Subscription will not complete.  A further update announcement will be made in due course, including confirmation of the admission date of the First Tranche Shares and the Conversion Shares.

Terms in this announcement have the same meaning as defined in the Company's announcement on the Subscription on 13 February 2024, unless otherwise stated.

This announcement contains inside information as defined in Article 7 of the EU Market Abuse Regulation No 596/2014, as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended, and has been announced in accordance with the Company's obligations under Article 17 of that Regulation.

ENQUIRIES 

EQTEC plc David Palumbo / Jeffrey Vander Linden	[phone]
Strand Hanson - Nomad & Financial Adviser James Harris / Richard Johnson	[phone]
Fortified Securities - Broker  Guy Wheatley	[phone]
Global Investment Strategy UK Ltd - Broker  Samantha Esqulant	[phone]

About EQTEC

As one of the world's most experienced thermochemical conversion technology and engineering companies, EQTEC delivers waste management and new energy solutions through best-in-class innovation and infrastructure engineering and value-added services to owner-operators. EQTEC is one of only a few technology providers directly addressing the challenge of replacing fossil fuels for reliable, baseload energy. EQTEC's proven, proprietary and patented technology is at the centre of clean energy projects, sourcing local waste, championing local businesses, creating local jobs and supporting the transition to localised, decentralised and resilient energy systems.

EQTEC designs, specifies and delivers clean, syngas production solutions in the USA, EU and UK, with highly efficient equipment that is modular and scalable from 1MW to 30MW. EQTEC's versatile solutions process 60 varieties of feedstock, including forestry waste, agricultural waste, industrial waste and municipal waste, all with no hazardous or toxic emissions. EQTEC's solutions produce a pure, high-quality synthesis gas ("syngas") that can be used for the widest range of applications, including the generation of electricity and heat, production of renewable natural gas (through methanation) or biofuels (through Fischer-Tropsch, gas-to-liquid processing) and reforming of hydrogen.

EQTEC's technology integration capabilities enable the Group to lead collaborative ecosystems of qualified partners and to build sustainable waste reduction and green energy infrastructure around the world.

The Company is quoted on the London Stock Exchange's Alternative Investment Market (AIM) (ticker: EQT) and the London Stock Exchange has awarded EQTEC the Green Economy Mark, which recognises listed companies with 50% or more of revenues from environmental/green solutions.

Further information on the Company can be found at www.eqtec.com.

 

END