Potential Spin Out of GHC

Molecular Energies PLC

28 June 2023

 

28 June 2023

Molecular Energies PLC

("Molecular" or the "Company")

Proposed spin-out and IPO of Green House Capital

Molecular Energies PLC (AIM: MEN), the international energy company, is pleased to announce its intention to spin out and IPO its Green House Capital alternative energies division ("Green House").

Highlights

·      Green House to spin out and IPO on AIM

o  Significant progress within Green House gives management confidence that the Company will attract new energy focused investors and command a valuation not recognised by being part of the Molecular Group

o  Advisors engaged with workstreams progressing

o  Advanced discussions with experienced and high-calibre management teams

·      Green House is in advanced negotiations to increase its stake in Dual Fuel Limited ("DFL") from 50% to 100%

o  Green House is encouraged by the opportunity for DFL to be an important transitional step to decarbonise heavy transport by retrofitting existing heavy goods vehicles to run on a mix of hydrogen and diesel

o  Engineering on track for trials in the beginning of next year with first revenues targeted in 2024

·      Aton 6 ("A6") has:

o  signed a Framework Co-operation Agreement with a subsidiary of the diversified global financial service platform, Marex;

§ the agreement covers co-operation on all aspects of A6's carbon trading business from advice and support in the registration of credits, through to purchasing, trading, sales and marketing of the same;

o  signed a forward purchase agreement to acquire the carbon credits created by the DFL business for a share of the future proceeds generated by the same; and

o  reached advanced discussions to acquire an existing app-based trading platform to be used for the carbon credits the business acquires

o  targeted commencement of revenue generation in 2024 from its app-based trading platform

·    Green House has entered into a Framework Co-Operation Agreement with Fortune-500 company, AECOM, to become its Owner's Engineer of choice for Green House's various projects

Peter Levine, Chairman, commented:

"These are exciting times for Green House.  The next months will be transformative including developing existing businesses, maturing the opportunity pipeline as well as developing its own management and skills base. In considering opportunities, we not only look at the subject matter but the need for near-term revenue generation and prospects for monetisation of value.

"Green House is at an advantage as it can quickly mobilise a wide range of expertise both within the Group and from outside as well as benefiting from cross-fertilisation and trading within the Group businesses. The IPO, should it progress as expected, will deliver further value for shareholders complementing the added-value already achieved through Atome.

"We look forward to delivering further news during this summer and, in the meantime, the hydrocarbon division of Molecular continues as set out in the announcement of our Annual Report and Accounts 2022 issued today".

For further information, please visit www.molecularenergiesplc.com or contact:

Molecular Energies PLC Nikita Levine, Investor Relations	[phone] [e-mail]
finnCap (Nominated Advisor and broker) Christopher Raggett, George Dollemore	[phone]
Tavistock (Financial PR & IR) Simon Hudson, Nick Elwes, Charles Baister	[phone]

Notes to Editors

Molecular Energies PLC is an AIM listed company at the forefront of energy development and has interests across the energy spectrum, from oil and gas projects to subdivisions in the green and alternative energy sub-sectors.

The Company has oil and gas production in Argentina as well as exploration assets in both Argentina and Paraguay. The Company has two separate subdivisions which are focused on early-stage opportunities in the green and/or alternative energy sub-sector.

Activities in the green and alternative energy space are being carried out under the Green House Capital brand and through AIM listed Atome Energy PLC, a green hydrogen, ammonia, and fertiliser company operating in Paraguay, Costa Rica and Iceland, in which Molecular currently has 22.5%.

With a strong strategic and institutional base of support, an in-country management team as well as the Chairman whose interests as the largest shareholder are aligned to those of its shareholders, Molecular gives UK investors access to an energy growth story combined with world class standards of corporate governance, environmental and social responsibility.

PROPOSED SPIN OUT OF GREEN HOUSE

Following the success in identifying, financing and growing various green energy businesses over the last 24 months, Molecular has initiated steps towards spinning out this division into a new AIM Company in the latter part of this year in order to unlock value for shareholders not currently reflected by being part of the Molecular Group. This follows the foundation from scratch and subsequent successful spin-out in late 2021 of the now Atome Energy PLC ("Atome"), with a current independent market capitalization of over US$50 million where Molecular retains a 22.5% interest.

The spin-out will expose Green House to a wider investor audience that is more focused on the growing market for green solutions across industries, in a similar manner to Atome. The Company has appointed nomad, brokers, reporting accountants and lawyers and a significant amount of work has already taken place.

Green House will employ a new management team, experienced in growth company and new energy arenas. Green House has already identified and is in advanced negotiations with suitable, high-calibre candidates. It is intended that each of the diverse companies within Green House will have their own day-to-day management and be run and developed as separate companies within the Green House Group.

DUAL FUEL ("DFL")

Green House initially invested in DFL as a joint venture with G-Volution, a leading dual fuel technology business. Work has been progressing well and is still on course to have the first vehicle tested in Paraguay in the first part of the new year with first revenues targeted in 2024.

Increasingly, dual fuel conversion of diesel engines to use a mix of hydrogen and diesel is seen as an important transitionary step to decarbonise heavy road transport. Trials will be conducted later this year in Paraguay which is ideally located for this work with its strong links to the Molecular Group, its reliance on heavy transport across long distances and availability of 24/7 baseload, low-cost renewable electricity in contrast with the materially higher-cost UK and Europe. Moreover, Atome, Molecular's earlier spin-out will, through its mobility division and in conjunction with DFL, be economically supplying green hydrogen to provide the one-stop shop solution which is essential in making a success of this type of business. In this, DFL is currently selecting practical and moveable refueling systems rather than the costly and uneconomic fixed sites in general purpose filling stations found in Europe.

Significant interest has been shown in country on both a governmental and industrial level with further announcements to expected next month. Paraguay will be used as a test bed for further expansion initially projected into the Mercosur countries.

In the light of the contemplated spin-out and IPO, Molecular is in advanced discussions for DFL to become a 100% subsidiary of Green House with G-Volution agreeing to provide the continuing engineering support and expertise as before on terms being agreed.  It is expected that such agreement should be completed in July, well before the contemplated IPO, in order to bring DFL fully within the Group.

ATON 6 ("A6")

This business involves the origination, development, promotion, sales, and marketing of carbon credits ("the Business"). A6, whose name derives from the atomic number of carbon, 6, has been set up to be a complete cycle carbon credit business from origination and development to wholesale purchasing of existing carbon credits, registration, trading, and direct sales. A6 has now entered into the following arrangements:

Spectron Services (part of Marex Group of Companies)

A6 has signed a Framework Co-operation Agreement with Spectron Services Limited, part of the Marex Group of companies, in relation to the Business of A6 including advisory services, assistance and support covering registration and purchase of credits through to trading, sales, and marketing. Marex, already active in the field of carbon offsets and trading, is a diversified global financial services platform with 30 offices worldwide, providing essential liquidity, market access and infrastructure services to clients in the energy, commodities, and financial markets.

The agreement enables A6 to expedite its Business working with Spectron Services for mutual benefit across the full range of the Business of A6.

A6 and Dual Fuel

A6 has entered into a forward purchasing agreement with DFL.

The agreement relates to the purchasing of carbon credits arising from the DFL business, as referred to above. As part of such agreement A6 will work with DFL to originate, fund, develop, register, and track the carbon credits arising from the DFL Business, in consideration of which A6 and DFL will share in the net sales proceeds as may be agreed between the parties.

It is currently considered that carbon credits available in due course would come under the category of technology-based credits, the value and demand for which are increasing.

Trading Platform

A6 is in advanced discussions to acquire an existing app-based trading platform which has been developed privately but not yet put into operation.  On acquisition, the platform will be further developed and made fit for the purpose of trading the credits both originated by A6 and also more immediately through credits bought on the market directly or in co-operation with the trading partners of A6. Like the Spectron Services agreement, the platform will enable A6, at minimal cost, to have a head start, saving time in starting from scratch. The target is to have the platform up and running and revenue generating in the first part of 2024.

As well as using Molecular's contacts and experience in South America, A6 will also benefit from the increasing portfolio of alternative energy businesses within Green House to be able to offer "in Group" solutions for generating quality carbon credits and forward funding for their business.

AECOM

Green House recognises that, in its growing stages, it will need an Owner's Engineer/engineering consultant to advise not only on due diligence but also in execution of relevant projects.

AECOM is a Fortune-500 engineering consultancy with US$13.1 billion of revenue in 2022. It is already advising Atome in relation to both its heavy industrial fertiliser project and mobility. AECOM have likewise been chosen by Green House as its Owner's Engineer of choice for such projects as may be relevant from time to time as it has both significant capacity and capability on an international scale. Green House has now entered into a Framework Co-Operation Agreement in this regard.

OTHER GREEN HOUSE BUSINESSES

Green House continues to assess other business opportunities with a very strong pipeline of near term investments and partnerships. Some of these opportunities it is hoped will mature before the end of the summer and prior to the proposed IPO. Lithium extraction is one of these opportunities albeit this is on a slower track than others.

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 as it forms part of UK Domestic Law by virtue of the European Union (Withdrawal) Act 2018 ("UK MAR"). The person who arranged for the release of this announcement on behalf of the Company was Peter Levine, Chairman.

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