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EQT Eqtec Plc

1.95
0.00 (0.00%)
19 Apr 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Eqtec Plc LSE:EQT London Ordinary Share IE000955MAJ1 ORD EUR0.01 (CDI)
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 1.95 1.90 2.00 1.95 1.95 1.95 173,940 07:34:45
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
Electric Services 7.97M -10.53M -0.0712 -0.27 2.88M

EQTEC PLC Refinancing of Debt Facilities and Company Update (9628T)

20/11/2023 7:00am

UK Regulatory


Eqtec (LSE:EQT)
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TIDMEQT

RNS Number : 9628T

EQTEC PLC

20 November 2023

This Announcement contains inside information for the purposes of the UK version of the market abuse regulation (EU No . 596/2014) as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018 ("UK MAR"). Upon the publication of this Announcement, this inside information is now considered to be in the public domain and such persons shall therefore cease to be in possession of inside information .

20 November 2023

EQTEC plc

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

Proposed restructuring of existing debt facilities and entry into new facilities for additional funding of up to GBP3 ,000,000, with reductions in operating expenditure

Gardanne Project update

Proposed share consolidation

Director resignation

Director remuneration update

Broker appointment

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, is pleased to announce a proposed financial restructuring, in collaboration with its existing funders and certain key shareholders, to enable the Company to transition to revenue-led growth and regain momentum with execution of its business strategy.

The proposed restructuring includes refinance or repayment of existing debt facilities with various lenders, supported by wholesale review and reduction of the Company's operational expenditure. Supported by existing lenders, the Company will redeem existing debt facilities with Altair Group Investment Limited ("Altair"), refinance outstanding debt with YA II PN Ltd and Riverfort Global Opportunities PCC Limited (the "YA-RF Lenders") and settle an amount due to Pitcole Limited ("Pitcole"), a shareholder in EQTEC Italia MDC Srl ("Italia MDC") (the YA-RF Lenders, Pitcole and Altair together being the "Refinance Investors").

In alignment with the new funding, the Company has undertaken and will continue to pursue reduction of its operating expenditure. Although the Company regularly reviews and targets cost reduction, it has over the past six months taken additional steps to reduce the use of third-party services and advisors, reduce director and staff costs and maximise the application of costs to projects with secure revenue and protected margins. As part of these reductions, the Company will reduce or defer its total remuneration payable to directors and staff in the near term, over and above the reductions to director remuneration previously announced. In total, the Company is advancing operating cost reduction measures to save the Company, together with measures already implemented, in excess of GBP1.5 million per year, from the beginning of 2023, until revenues and cash flow are sufficient to support a return to growth and accommodation of a larger portfolio of projects.

In addition, the Company is taking firm steps to recover accounts receivable, including legal action where necessary. The Company is pursuing a number of outstanding monies payable to the Company amounting to approximately GBP5 million, including GBP3.95 million being claimed from Logik Developments as announced on 20 September 2023.

Overview of new financing and settlement of existing agreements

The Refinance Investors are providing up to a total of GBP3.0 million in new financing for the Company, with an initial, aggregate advance of GBP950,000 being provided immediately (the "New Syndicated Facility") .

The GBP3.5 million existing debt facility with Altair announced on 9 December 2022 (the "Altair Facility"), which has an outstanding balance of GBP900,000, will be redeemed through the issue of EQTEC shares to the value, as calculated below, of GBP1,125,000, which is 125% of the aforementioned outstanding balance .

EQTEC Holdings Limited ("EQTEC Holdings"), a wholly owned subsidiary of the Company, has agreed to purchase all of Pitcole's participation in Italia MDC, for a total payment of EUR736,765. The Company has agreed with Pitcole, which has been a shareholder in the Company since 2020, to settle EQTEC Holding's payment obligation to Pitcole of EUR736,765 through a payment in EQTEC shares to the value of GBP800,000, as calculated below, which is 125% of the aforementioned amount due to Pitcole. As a result of this transaction, once concluded, the Company's share of ownership in Italia MDC will increase from 38.3%, as announced on 6 November 2023, to 49.0%.

It has been conditionally agreed that the GBP10 million debt facility with the YA-RF Lenders announced on 29 March 2022 (the "YA-RF Facility"), which has an outstanding balance of c. GBP4.5 million, will be cancelled and replaced with a new GBP10 million secured loan facility (the "YA-RF Secured Facility"). The initial advance under the YA-RF Secured Facility will have a six-month repayment holiday, following which it will be repaid in 24 monthly instalments.

Gardanne project update

Further to the Company's announcement on 26 September 2023 that it had, with partners, successfully completed a technical and commercial feasibility toward deployment of EQTEC solutions at the site of the former Gardanne power station, toward what is expected to be a waste-to-renewable natural gas ("RNG") facility enabled by EQTEC's advanced syngas technology, the Company announces that it expects pre-FEED work worth c. EUR186,000 to commence immediately and complete in early Q1 2024, to be followed soon thereafter by FEED work estimated to be worth c. EUR900,000, which would be delivered through partnership between EQTEC and Wood for an integrated, feedstock-to-syngas-to-RNG solution.

The Company anticipates that FEED work will start as soon as possible after completion of the pre-FEED subject to obtaining the requisite funding. The Company will continue to provide updates as this work moves forward.

Director resignation

Further to the Company's announcement on 28 September 2023, Executive Director and CFO Nauman Babar's resignation from the Board of Directors of EQTEC plc has been formally accepted by the Board with effect from 17 November 2023. Mr Babar's responsibilities are being assumed by an expanded Finance team while the Company progresses the appointment of a new CFO. The Company will make further announcements in due course.

Broker appointment

The Company is pleased to announce the appointment of Global Investment Strategy UK Ltd and Fortified Securities as joint brokers with immediate effect.

Proposed General Meeting and Share Capital Reorganisation

Certain aspects of the refinancing are subject to Shareholders passing resolutions to provide the Company with authority to issue new Ordinary Shares and the implementation of a share capital reorganisation. Therefore, the Company proposes to hold an Extraordinary General Meeting (the "EGM") on 18 December 2023 to seek approval from its shareholders to implement a share capital reorganisation, to reduce the nominal value of its Ordinary Shares and to refresh the Company's authority to allot shares. The Company will publish a notice to convene the EGM in due course.

David Palumbo, Group CEO, commented:

"Despite our healthy pipeline of projects with solid clients, strong partners and reliable revenue, EQTEC, like many other companies, is taking decisive and prudent steps to ensure that the Company has sufficient funding in place to capitalise on opportunities ahead of it. This year has been for us a year of shifting away from legacy business dealings to ones that support our target business. The shift has not been easy, but we are making hard choices to secure our near-term resilience, toward delivering the long-term strategy we have committed to our shareholders. The funding arrangements we announce today, coupled with the cost reduction efforts and operational disciplines we have applied, will strengthen the Company's balance sheet and cash position, providing the opportunity to build good revenues with strong margins to support our growth plans. Our shift away from legacy business dealings continues but is mostly behind us, as we look forward to devoting the majority of our time and attention on building the future."

ENQUIRIES

 
 EQTEC plc 
  David Palumbo / Jeffrey Vander Linden        +44 20 3883 7009 
 Strand Hanson - Nomad & Financial Adviser 
  James Harris / Richard Johnson               +44 20 7409 3494 
                                              ----------------- 
 Global Investment Strategy UK Ltd - Broker 
  Samantha Esqulant                            +44 20 7048 9045 
                                              ----------------- 
 Fortified Securities - Broker 
  Guy Wheatley                                 +44 20 3411 7773 
                                              ----------------- 
 Panmure Gordon - Broker 
  John Prior / Hugh Rich                       +44 20 7886 2500 
                                              ----------------- 
 

The details of the proposed financial restructuring, including settlement or refinancing of existing debt facilities, the arrangement of new funding and proposed reduction of operating expenditure are presented below. References in this announcement to "Reference Price" means the average of the daily VWAPs for each of the five consecutive trading days immediately prior to the relevant drawdown or conversion or warrant repricing. On 17 November 2023, the Reference Price was 0.05252p.

New funding facilities from the YA-RF Lenders and Altair

The Company has entered into new unsecured convertible loan facility agreements for up to GBP3 million (the "New Funding Facilities") to be provided by the YA-RF Lenders and Altair (together, the "Lenders") with an initial advance of GBP950,000 to be received by the Company by no later than 30 November 2023 (the "First Tranche").

The following are the principal terms of the New Funding Facilities:

   --      The Lenders will advance a "First Tranche" of GBP950,000. 
   --      Altair's participation in the First Tranche is GBP150,000 ("Altair Tranche"). 

-- The Company and the Lenders may mutually agree to draw down further tranches of the New Funding Facilities (the "Tranches"). In addition to the Lenders' approval, further Tranches are also subject to the Company satisfying certain conditions and the grant of warrants representing 50% of the relevant Tranche divided by the applicable "Reference Price".

-- Each Tranche will be repaid in instalments agreed with the Lenders at the time of each draw down (each a "Repayment Date") and will have a final maturity date of 24 months from the date of advance to the Company.

-- The Company will pay a fixed interest coupon calculated at 8% per annum of the amount of the Tranche, paid in instalments on each Repayment Date.

-- In respect of the First Tranche, the entire amount of the advance plus fixed interest in repayable on the final maturity date.

-- An implementation fee of 6% of any Tranche (deducted from gross proceeds) is payable by the Company. The implementation fee in respect of the first tranche for Altair and the YA-RF Lenders is being settled through the issue of 108,530,083 new Ordinary Shares at the Reference Price ("First Tranche Fee Shares"), of which Altair will receive 17,136,329 new Ordinary Shares.

-- The New Facilities are unsecured, but the Company's obligations are guaranteed by certain of its subsidiaries.

As a condition subsequent to the New Funding Facilities, the Company must hold the EGM by 3 January 2024 to seek approval from its Shareholders to implement a share capital reorganisation, to reduce the nominal value of its Ordinary Shares and to refresh the Company's authority to allot shares. Failure to hold the EGM by this date will constitute an event of default under the New Funding Facilities following which (as with the case of other standard events of default) the Lenders may declare all outstanding amounts immediately due and payable, including the First Tranche.

Commencing from the earlier of (i) 3 January 2024 or (ii) the date of the EGM, the Lenders may, from time to time, with respect in varying amounts and without any restrictions, convert any portion of a Tranche into Ordinary Shares at a conversion price which is the lower of:

a) a 10% discount to the one daily VWAP chosen by the Lenders in the 10 consecutive trading days immediately preceding each relevant conversion notice (the "Variable Conversion Price"); or

b) a fixed price of 150% of the Reference Price applicable to that Tranche (the "Fixed Conversion Price").

If the Company completes an equity placing that raises in excess of GBP250,000 at an issue price below the prevailing Fixed Conversion Price, the Fixed Conversion Price for the relevant Tranche(s) will be reset to be the same as the issue price.

If the Company completes an equity placing that raises not less than GBP1 million, the Lenders will be automatically deemed to have issued a conversion notice to the Company in respect of the entire outstanding amount of the New Funding Facilities at a conversion price equal to the issue price for the relevant equity placing.

The Lenders will receive warrants equal to 50% of each Tranche divided by the Reference Price. These warrants will be exercisable at 150% of the Reference Price and will be subject to a 48-month exercise term from date of issuance. The exercise of the warrants may be offset against outstanding debt. The Lenders will receive warrants over a total of 904,417,365 Ordinary Shares in respect to the First Tranche, subject to shareholder approval at the EGM, exercisable at 0.07878p per Ordinary Share, being a 50% premium to the Reference Price.

The Company may prepay to the Lenders any Tranche in full if the daily VWAP and average of the 10-day VWAP are below the Fixed Conversion Price as at the date of a prepayment notice and the date of prepayment. Any such prepayment is subject to the payment of a 10% early redemption fee.

Settlement of existing debt facilities with Altair Group Investment Limited

Altair currently has outstanding principal and interest of GBP903,632 owed to it by the Company, and has agreed to settle its existing loans balances in shares.

In addition to the GBP150,000 advance of Altair under the New Funding Facilities noted above, the Company and Altair has entered into an agreement (the "Altair Settlement Agreement") to settle the outstanding amount due under the Altair Facility. The principal terms of the Altair Settlement Agreement are as follows:

-- the outstanding balance under the Altair Facility of GBP 903,632 is to be settled by the issue of new Ordinary Shares with a value (as calculated below) of GBP1,250,000 which is a 1.25 multiple of the outstanding balance (the "Altair Redemption Sum");

-- 50% of the Altair Redemption Sum (together with Altair's First Tranche Fee Shares) will be settled by 24 November 2023 by the issue of 1,088,156,892 Ordinary Shares, issued at the Reference Price of 0.05252 pence (the "Altair Settlement Shares");

   --      the remaining 50% of the Altair Redemption Sum will be settled on the earlier of: 

o Altair electing to convert the balance into Ordinary Shares at a price equal to the Reference Price at the time of delivery of a conversion notice; or

o on 19 November 2024, by the automatic conversion of the outstanding balance into Ordinary Shares at the Reference Price on that date;

-- the settlement of the remaining 50% of the Altair Redemption Sum by the issue of the Altair Settlement Shares is subject to Shareholders passing resolutions to provide the Company with authority to issue such shares, which will be sought at the EGM; and

-- upon full settlement of the Altair Redemption Sum, the Company will be released from all liabilities and obligations pursuant to the Altair Facility.

In connection with the entry into the Altair Settlement Agreement, the existing warrants held by Altair to subscribe for 666,666,666 Ordinary Shares exercisable at 0.45 pence per share and exercisable up to 8 December 2024 have been amended such that they are exercisable at 0.07878 pence per share, being a premium of 50% to the Reference Price, for a period of 48 months from the date of the Altair Settlement Agreement.

Acquisition from and settlement with Pitcole Limited

The Group has reached agreement with Pitcole, a quota holder in Italia MDC, the operating company for the Group's Italy-based Market Development Centre as follows.

EQTEC Holdings and Pitcole have entered into a Quota and Shareholder Loan Transfer Agreement (the "Pitcole Transfer Agreement") under which EQTEC Holdings has agreed to acquire 100% of the shares and shareholder loans that Pitcole has in Italia MDC for a total sum of EUR736,755 (the "Purchase Price").

The Company and Pitcole have entered into a deed of settlement (the "Pitcole Settlement Agreement") under which Pitcole has agreed that the Company may satisfy the obligation of EQTEC Holdings to pay the Purchase Price by the issue of new Ordinary Shares with a total value of GBP800,000 as follows:

-- GBP400,000 is to be to be settled by 24 November 2023 by the issue of 761,614,623 Ordinary Shares, calculated by reference to the Reference Price of 0.05252p (the "Pitcole Settlement Shares"); and

   --      the remaining balance of GBP400,000 is to be settled on the earlier of: 

o Pitcole electing to convert the balance into Ordinary Shares at a price equal to the Reference Price at the time of delivery of a conversion notice; or

o on 19 November 2024, by the automatic conversion into Ordinary Shares at the Reference Price on that date; and

-- the settlement of the second GBP400,000 under the Pitcole Settlement Agreement by the issue of the Pitcole Settlement Shares is subject to Shareholders passing resolutions to provide the Company with authority to issue such shares, which will be sought at the EGM.

The Company has agreed with Quainstone Limited ("Quainstone"), a shareholder in Italia MDC, that it will receive warrants over 444,138,500 Ordinary Shares in the Company based on its total investment of GBP2,664,831 in equity and shareholder loans in Italia MDC and its participation into the New Funding Facilities for GBP100,000. Quainstone will receive the warrants subject to approval from shareholders at the EGM. The warrants are exercisable at 0.07878 pence per share, being a premium of 50% to the Reference Price, for a period of 48 months from the 17 November 2023.

Refinance of outstanding debt with Riverfort Global Opportunities PCC Limited and YA II PN, Limited

The YA-RF Lenders have conditionally agreed to refinance their existing loans into a new secured loan facility on terms summarised below. As at close of business on 31 October 2023, there was outstanding principal of GBP3.95 million, plus GBP286,875 of accrued and unpaid interest thereon pursuant to the YA-RF Facility, for a total outstanding principal and interest of GBP4.24 million (the "Outstanding Balance"). A fixed interest coupon payable to the Lenders on a quarterly basis was calculated as 7.5% of the value of each advance of the YA-RF Facility. The outstanding principal and accrued interest were due to be repaid to the YA-RF Lenders on 31 December 2024.

The Company and the YA-RF Lenders have entered into a new secured loan facility agreement (the "YA-RF Secured Facility"), the principal terms of are as follows:

   --      The maximum facility amount is GBP10 million (the "Facility Amount"). 

-- The agreement is subject to the satisfaction of certain conditions precedent on or before 3 January 2024 including the issue of the Implementation Fee Shares and the Facility Fee Shares (as each is defined below), entry into the settlement agreements with each of Altair and Pitcole mentioned above and entry into the Debenture (as defined below).

-- The Outstanding Balance will be reduced by GBP200,000 by way of the issue of the Riverfort Conversion Shares (as described below).

-- An initial advance of GBP5.1 million (the "Initial Advance"), which includes the Outstanding Balance of GBP4.2 million plus GBP1.1 million of 30-months 10% p.a. fixed coupon interest, less the GBP200,000 converted mentioned above, will be deemed to have been drawn down under the YA-RF Secured Facility which will settle the remaining Outstanding Balance in full.

-- The Company and the Lenders may, but are not obliged to, mutually agree to make further advances ("Advances") up to the Facility Amount.

-- Each Advance will be repaid in accordance with a repayment schedule to be agreed with the YA-RF Lenders at the time of drawdown of the relevant Advance, with a final maturity date of 24 months following draw down.

-- The Company will pay a fixed interest coupon calculated at 12.5% per annum of the amount of each Advance, to be repaid in 24 monthly instalments.

-- The Initial Advance will have a 6-month principal repayment holiday, followed by 24 equal monthly cash repayments of principal and interest thereafter to the maturity date.

-- An implementation fee of GBP200,000 is to be satisfied by the issue of 380,807,311 Ordinary Shares (the "Implementation Fee Shares") calculated by reference to the average of the 5-day VWAP of the Ordinary Shares on AIM on 17 November 2023 (the "YA-RF Reference Price").

-- A facility fee of GBP150,000, to be satisfied by the issue of 285,605,483 Ordinary Shares (calculated by reference to the YA-RF Refence Price) will also be paid by the Company (the "Facility Fee Shares").

-- The YA-RF Lenders may at any time elect to convert the outstanding amount of an Advance into Ordinary Shares in the Company at a conversion price of 150% of the Reference Price applicable to that Advance following the closing price of the Ordinary Shares has been 200% of the Reference Price at least once.

   --      The YA-RF Secured Facility has the following non-cash repayment terms: 

o If the Company does not to settle a monthly payment ("Settlement Amount") in cash on the due date, it will automatically grant a right to the YA-RF Lenders for the Settlement Amount to be paid in Ordinary Shares.

o The YA-RF Lenders will have the right for a period of 12 months to convert any portion of the Settlement Amount into Ordinary Shares at a discount of 8% to the one daily VWAP chosen by the YA-RF Lenders in the 10 trading days immediately preceding a conversion notice.

-- The Company has entered into a debenture with Riverfort Global Capital Limited (as security agent) (the "Debenture") which provides the YA-RF Lenders with fixed and floating charges on all the assets of the Company. The Debenture secures all monies owed to the Lenders under the YA-RF Secured Facility from time to time. The Company's obligations are also guaranteed by certain of its subsidiaries.

   --      As a condition subsequent to the YA-RF Secured Facility, the Company must: 

o hold the EGM by 3 January 2024 to seek approval from its Shareholders to implement a share capital reorganisation to reduce the nominal value of its Ordinary Shares and to refresh the Company's authority to allot shares; and

o perfect the registration of the Debenture within 21 days of the date of the YA-RF Secured Facility.

-- Failure to satisfy the conditions subsequent will constitute an event of default under the YA-RF Secured Facility following which (as with the case of other standard events of default) the YA-RF Lenders may declare all outstanding amounts immediately due and payable.

As noted above, Riverfort Global Opportunities PCC Ltd has agreed, conditional upon Admission, to convert GBP200,000 of the Outstanding Balance into 380,807,311 Ordinary Shares, calculated by reference to the Reference Price of 0.05252p (the "Riverfort Conversion Shares").

As a result of the refinancing, the YA-RF Facility will be terminated with effect from the satisfaction of the conditions precedent under the YA-RF Secured Facility.

In connection with the debt refinancing:

-- The YA-RF Lenders will receive new warrants to subscribe for 914,327,011 Ordinary Shares, subject to approval from shareholders at the EGM.

-- The warrants will be exercisable at 0.07878p per share, being a 50% premium to the applicable Reference Price with an exercise period of 48 months from the date of issue.

-- The YA-RF Lenders may choose to set off the price payable on exercise of the warrants against outstanding debt under the YA-RF Secured Facility.

-- The YA-RF Lenders previously received warrants over 965,909,090 Ordinary Shares, exercisable up to 30 March 2025 at 0.5 pence per share. These warrants will now be amended to be exercisable up to 48 months from the date of amendment and will be exercisable at 0.07878p per share.

-- Riverfort Global Capital Limited ("RGC") and the Company have entered into a Monitoring Agent Engagement Letter pursuant to which RGC will, amongst other things, provide the Company with services relating to the review of performance of the Group in respect of compliance with an agreed budget. The Company has agreed to pay a monthly retainer of GBP8,000 plus VAT which will be settled every six months in advance in Ordinary Shares at a Reference Price immediately prior to the issue of such shares.

-- In addition, historic fees of GBP30,000, to be satisfied by the issue of 57,121,096 Ordinary Shares (calculated by reference to the YA-RF Refence Price) will also be paid by the Company (the "Historic Fee Shares").

Each of the YA-RF Lenders, Pitcole and Altair have undertaken to the Company that they will not convert any amounts under the New Funding Facility or exercise any warrants over Ordinary Shares in circumstances which would trigger the requirement to make a mandatory offer under Rule 9 of the Takeover Rules of the Irish Takeover Panel.

Reduction in annual operating expenditure

As noted above, the Company has reviewed its monthly and annual operational expenditure and reduced its annual running costs significantly, inter alia, by pausing or terminating various contracts and/or renegotiating terms with external service providers and advisors.

In addition, the Company will be making changes to remuneration for directors and staff.

Changes to remuneration include the following:

-- Executive Directors will defer 40% of base salary until such time as the Company's cash position supports restoration of originally agreed terms.

-- Short-term incentives ("STIs"), through which bonus is payable annually subject to achievement of corporate and individual performance, will be cancelled for both Executive Directors and staff until such time as the Company's cash position supports restoration of originally agreed terms. The Company announced on 28 September 2023 that STIs would be suspended for Executive Directors, but this suspension is now being applied to all staff.

-- The Long Term Incentive Plan (the "LTIP"), through which EQTEC share options are made available to Executive Directors and staff subject to corporate performance, will be cancelled. The Company announced on 28 September 2023 that the LTIP would be suspended for Executive Directors, but now the LTIP will be cancelled for all Executive Directors and staff. Previously issued LTIP options will remain in place and options granted through 2022 will continue to vest.

-- As a result of cancellation of the LTIP, the Company is now investigating alternative incentive and share ownership programmes.

In the interest of attracting and retaining talent to secure current and future business and to grow the business in line with its strategy, the Company intends to restore remuneration plans as soon as its cash position is secured and its financial forecasts support such a move.

R evised 2020 EIWP

In light of the Company's discontinuation of the LTIP and the consequential absence of a long-term incentive programme to align the interests of Directors and staff with those of shareholders, lenders and other stakeholders, the Board of Directors has reviewed the Employee Incentive Warrant Pool (the "EIWP") established by the Company in 2020 and proposes a number of amendments.

Under the EIWP established in 2020 and amended since then (the "2020 EIWP"), 404,325,407 warrants were and remain exercisable until 31 March 2025 at a price of 0.45p.

Going forward, following this announcement, the Directors propose to amend the aforementioned warrants such that they would be exercisable up to 48 months from 17 November 2023 and at 0.07878 pence per Ordinary Share, being 150% of the Reference Price of 0.05252p and to remove certain restrictions in relation to the exercise of warrants by employees (the "EIWP Amendments").

Additionally, the Directors propose that a number of warrants that would be available for issue, at the discretion of the Directors, as part of a new employee incentive warrant pool for current and future, key personnel, shall be up to 10% of the total issued share capital at any given time (including the existing 2020 EIWP warrants).

Related party transactions

Altair has an existing holding of 1,498,598,131 Ordinary Shares in the Company representing 13% of the Company's issued share capital and, as such, is a substantial shareholder as defined in the AIM Rules for Companies ("AIM Rules"). As a result, the Altair Tranche participation in the New Funding Facilities and the Altair Settlement Agreement, are together related party transactions pursuant to Rule 13 of the AIM Rules. Accordingly, the Directors of the Company, having consulted with the Company's Nominated Adviser, Strand Hanson Limited, consider the terms of Altair's participation in the New Funding Facilities and the Altair Settlement Agreement to be fair and reasonable insofar as the Company's shareholders are concerned.

Yoel Alemán, David Palumbo and Jeffrey Vander Linden, each of whom is a Director of the Company (collectively, the "Participating Directors"), is each interested in 98,484,406, 196,968,812 and 71,297,140 EIWP Warrants respectively. The Participating Directors are related parties as defined in the AIM Rules. As a result, the EIWP Amendments are related party transactions pursuant to Rule 13 of the AIM Rules.

Accordingly, Ian Pearson and Thomas Quigley, the independent directors of the Company in respect of the EIWP Amendments, having consulted with the Company's Nominated Adviser, Strand Hanson Limited, consider the terms of the EIWP Amendments to be fair and reasonable insofar as the Company's shareholders are concerned.

Issue of Ordinary Shares to strategic suppliers

The Company further announces that it is proposing to issue, in aggregate, 209,444,021 new Ordinary Shares (the "Supplier Shares") at 0.05252p to certain strategic service providers providing advisory and financing services to the Group in satisfaction of GBP110,000 of fees due to them. The issue of the Supplier Shares will further align the interests of strategic advisers and service providers with those of the Company and its shareholders.

Admission of new Ordinary Shares and Total Voting Rights

Application will be made to the London Stock Exchange for the Implementation Fee Shares, the Facility Fee Shares, the Historic Fee Shares, the Riverfort Conversion Shares, the Altair Settlement Shares, the Pitcole Settlement Shares, the First Tranche Fee Shares and the Supplier Shares, being in aggregate 3,254,950,491 new Ordinary Shares (the "New Shares"), to be admitted to trading on AIM. Dealings in the New Shares, which will all rank pari passu with the Company's existing Ordinary Shares, are expected to commence at 8.00 a.m. on or around 23 November 2023.

Following Admission, there will be 14,783,204,492 Ordinary Shares in issue. The Company holds no Ordinary Shares in Treasury. This number may be used by shareholders as the denominator for the calculation by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.

The New Shares will represent 22% of the Company's enlarged issued share capital following Admission.

About EQTEC plc

As one of the world's most experienced gasification technology and engineering companies, with a growing track record of delivering operational and commercial success for transforming waste-to-energy through best-in-class technology innovation, engineering and project development, EQTEC brings together design innovation, project delivery discipline and solid commercial experience to add momentum to the global energy transition. 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, supplies and builds advanced gasification facilities in the UK, EU and US, with highly efficient equipment that is modular and scalable from 1MW to 30MW. EQTEC's versatile solutions process over 50 varieties of feedstock, including forestry wood waste, vegetation and other agricultural waste from farmers, industrial waste and sludge from factories 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 synthetic 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 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 .

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November 20, 2023 02:00 ET (07:00 GMT)

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