Completion of Proposals

EQTEC PLC

16 February 2026

 

16 February 2026

EQTEC PLC

("EQTEC" or the "Company")

Completion of Equity Fundraise, Debt Restructuring and Asset Acquisition

EQTEC PLC (AIM: EQT), the technology-led energy transition company, is pleased to announce the completion of its comprehensive corporate reset - comprising an equity fundraise and the restructuring of certain existing debt facilities, as previously announced on 29 January 2026 (the "Announcement"). The acquisition of a copper-gold exploration asset and the acquisition of an option over a second exploration project, in line with the Company's expanded strategy detailed in the Announcement, are also expected to complete shortly.

James Parsons, CEO of EQTEC plc, commented:

"Completion of this transaction decisively resets our capital structure, secures critical funding and will unlock meaningful near-term copper-gold value catalysts for the Company. While we have strategically expanded into critical and precious metals, gasification remains unequivocally at our core and our primary long-term value driver.

"We will shortly outline the copper-gold work programme, including the key operational milestones we expect to drive momentum and tangible value creation from this asset."

Placing

The Placing has raised £1.3 million (before expenses) through the placing of 3,714,285,714 Placing Shares, at a price of 0.035 pence per share (the "Placing Price").

Debt Restructuring

The Company has entered into definitive binding documentation to materially deleverage the Company and remove any near-term refinancing risk (the "Debt Restructuring"). The Company previously owed an amount of approximately £5.8 million to RiverFort Global Opportunities PCC Ltd ("RiverFort") and YA II PN, Ltd ("YA" and together with RiverFort, the "Secured Lenders"), pursuant to secured facility agreements (the "Existing Indebtedness"). The Existing Indebtedness comprised a £5.1 million secured term loan due December 2027 and a £0.69 million convertible loan due March 2026.

As a result of the Debt Restructuring, EQTEC now retains approximately £1.93 million of secured long-dated, zero-coupon debt and an unsecured debt of £1.93 million in its Spanish subsidiary.

To achieve the Debt Restructuring in the most efficient manner, the c.£5.1 million secured and c.£0.69 million convertible debt were restructured as follows:

·    EQTEC agreed to make a pre-payment of approximately £1.93 million (the "Prepayment Amount") towards the Existing Indebtedness.

·    Pursuant to the terms of the set-off deeds entered into between the Secured Lenders and EQTEC, the Secured Lenders agreed to subscribe for, in aggregate, 5,527,056,326 ordinary shares of €0.0001 in the capital of EQTEC ("Ordinary Shares") for an amount equivalent to the Prepayment Amount (the "Subscription").

·    The obligation of EQTEC to settle the Prepayment Amount due to the Secured Lenders was satisfied against the subscription amount due under the Subscription.

·    The parties have agreed that the total number of Ordinary Shares subscribed for by the Secured Lenders pursuant to the Subscription ("Subscription Shares"), should not be issued in full at this time, because to do so may require the Secured Lenders to make a mandatory offer for the entire issued share capital of EQTEC under Rule 9 of the Irish Takeover Panel Act, 1997 Takeover Rules and Substantial Acquisition Rules (the "Irish Takeover Code").

·    As such, a total of 2,237,025,714 Subscription Shares (the "Initial Subscription Shares") will be issued at this time, amounting to, in aggregate 28% of the then issued share capital, with the balance to follow at such time as:

o  a waiver from the requirements of Rule 9 of the Irish Takeover Code is granted by the Irish Takeover Panel; or

o  the issue of shares would mean that the Secured Lenders and any persons with whom they are acting in concert would not hold more than 29.9% of the voting rights of EQTEC.

·    £1.93 million has been repaid out of the proceeds of new convertible loan agreements entered into with the existing lenders by the Company's wholly-owned subsidiary EQTEC Iberia S.L.U. Such loans are unsecured, have a five-year maturity date, zero-coupon interest rate, and will be convertible upon a liquidity event into 30% of the issued share capital of EQTEC Iberia at the time of conversion. The loan is non recourse to EQTEC plc.

·    The existing secured funding agreement with the Secured Lenders has been amended and restated to reflect that the outstanding amount under that facility has been reduced to £1.93 million. The commercial terms have been amended so that the term is extended for a further five years (from close of the amendment) and interest will no longer be applied. 10% of the value of any and all future equity raises will be applied in mandatory prepayment of the loan. The existing security will also remain in place.

All Subscription Shares are locked in for a period of three months from the point of issue.  In addition, all existing lender warrants will be cancelled from Admission (as defined below).

Green Rock Acquisition

As set out in the Announcement, the Company will shortly complete the acquisition of 99% of the Green Rock Gold-Copper  Project ("Green Rock") located in the Ashburton Basin in the northwest region of Western Australia. The total consideration due to the vendor group in respect of the Green Rock acquisition is US$150,135, of which, US$15,000 will be settled in cash and US$135,135 by the issue of 289,575,000 Ordinary Shares to the vendors at the Placing Price (the "Consideration Shares"). The Consideration Shares are locked in for a period of 30 days from the date of issue.

Option to Acquire Peak Hills

Also, as set out in the Announcement, the Company will shortly complete the binding exclusive three month option, extendable to five months at the Company's sole discretion (the "Option") to acquire a 99% interest in the Peak Hills gold-copper exploration project ("Peak Hills") in the Midwest region of Western Australia. The cost of the Option is US$13,514 which will now be settled in cash.  

Additionally, and as also set out in the Announcement, the Company has finalised arrangements with Mr Edward Mead, who will act for the Company as Lead Geologist and has agreed to take the fee for his initial support of US$75,000 by the issue of 160,714,286 Ordinary Shares (the "Fee Shares"). These Fee Shares are locked in for a period of 30 days from the date of issue.

Creditor settlements

The Company announces that it has reached agreement with certain creditors to convert outstanding balances totalling £187,760 into 536,457,143 new ordinary shares in the Company (the "Creditor Shares"). The Creditor Shares will be issued at the Placing Price and are locked in for 3 months with orderly market provisions thereafter.

The Creditor Shares are being issued to Directors, and certain former Directors of the Company, in the amounts set out in the table below.

Related Party Transaction

The Directors and former Directors receiving Creditor Shares are considered related parties for the purpose of the AIM Rules for Companies. Accordingly, the independent director of the Company, being James Parsons, for the purpose of the issue of the Creditor Shares to the aforementioned related parties ("Director Share Issue"), having consulted with the Company's nominated adviser, considers that the terms of the Director Share Issue are fair and reasonable insofar as the Company's shareholders are concerned.

Management incentives

As further detailed in the Announcement, a Warrant Instrument constituting warrants to subscribe for up to 871,264,056 Ordinary Shares at an exercise price of 0.045 pence per Ordinary Share (the "Exercise Price"), has now been executed and warrants granted to select members of management, (the "Management Warrants").

Included in the total is the issue of the following Shares and Warrants to the Directors and Executives of the Company:

	No. of Warrants Issued	No. of shares issued under creditor conversion
James Parsons	369,005,953	-
Gerry Madden	297,254,795	122,628,571
David Palumbo	102,501,654	115,714,286
Yoel Aleman	102,501,654	-
Brian Cole		144,971,429
Ian Pearson (former NEC)		81,428,571
Tom Quigley (former NED)		50,285,714

Name Change Update

Further to shareholder approval of the Company's name change to Forgent plc, the Company will now finalise the associated arrangements, including the new ticker symbol and website address. A further announcement will be made confirming the effective date of the name change in due course.

Admission and Total Voting Rights

Application will be made to the London Stock Exchange for admission of 3,714,285,714 Placing Shares,  2,237,025,714 Initial Subscription Shares, 536,457,143 Creditor Shares, 289,575,000 Consideration Shares and 160,714,286 Fee Shares (together the "Transaction Shares") to be admitted to trading on AIM ("Admission"). It is expected that Admission will become effective and that dealings in the Transaction Shares on AIM will commence at 8.00 a.m. on or around 20 February 2026.

The Transaction Shares will rank pari passu in all respects with the Company's existing Ordinary Shares.

Following Admission, there will be 7,989,288,219 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.

For further information on EQTEC PLC, visit the Company's website www.eqtec.com or contact:

ENQUIRIES  

EQTEC plc  James Parsons	www.eqtec.com
Strand Hanson - Nomad & Financial Adviser  James Harris / Richard Johnson	[phone]
Global Investment Strategy UK Ltd - Broker   Christopher Kipling Samantha Esqulant	[phone]

PDMR Notification Form:

The notification below is made in accordance with the requirements of UK MAR:

1.	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	1.    David Palumbo 2.    Gerry Madden 3.    Brian Cole
2.	Reason for the Notification
a)	Position/status	1.    NEC 2.    CFO 3.    NED
b)	Initial notification/amendment	Initial notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	EQTEC plc
b)	LEI	63540085VSYVDEINJO04
4.	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv)each place where transactions have been conducted
a)	Description of the Financial instrument, type of instrument	Ordinary Shares of EUR0.0001 each
	Identification code	IE000955MAJ1
b)	Nature of the Transaction	Issue of shares
c)	Price(s) and volume(s)	Price(s) Volume(s) 0.035 pence 1. 115,714,286 2. 122,628,571 3. 144,971,429
d)	Aggregated information Aggregated volume Price	N/A (Single transaction)
e)	Date of the transaction	16 February 2026
f)	Place of the transaction	AIM (LSE)

PDMR Notification Form:

The notification below is made in accordance with the requirements of the Market Abuse Regulation:

1.	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	1.   James Parsons 2.   Gerry Madden 3.   David Palumbo 4.   Yoel Aleman
2.	Reason for the Notification
a)	Position/status	1.   CEO 2.   CFO 3.   NEC 4.   CTO
b)	Initial notification/amendment	Initial notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	EQTEC plc
b)	LEI	63540085VSYVDEINJO04
4.	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv)each place where transactions have been conducted
a)	Description of the Financial instrument, type of instrument	Ordinary Shares of EUR0.0001 each
	Identification code	IE000955MAJ1
b)	Nature of the Transaction	Issue of warrants
c)	Price(s) and volume(s)	Price(s) Volume(s) 0.045 pence 1. 369,005,953 2. 297,254,795 3. 102,501,654 4. 102,501,654
d)	Aggregated information Aggregated volume Price	N/A (Single transaction)
e)	Date of the transaction	16 February 2026
f)	Place of the transaction	AIM (LSE)

 

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