Placing, Debt Restructure and Acquisition

EQTEC PLC

29 January 2026

 

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.

29 January 2026

EQTEC PLC

("EQTEC" or the "Company")

Equity Fundraising

Debt Restructuring

Acquisition and Option under Expanded Strategy

EQTEC PLC (AIM:EQT), the technology-led energy transition company, announces a comprehensive corporate reset comprising a proposed equity fundraise, a restructuring of certain of its existing debt facilities, the acquisition of a copper-gold exploration asset and the acquisition of an option over a second exploration project in line with its expanded strategy, the proposed settlement of certain creditors through the issuance of shares, and the award of management incentives (together, the "Proposals"). The Proposals include the 99% acquisition of the Green Rock Gold-Copper Project located in the Ashburton Basin in the northwest region of Western Australia which is six-months to drill-ready and the exclusive option to acquire 99% of the Peak Hill gold and copper exploration portfolio of projects located in the midwest region of Western Australia. The Proposals are conditional, inter alia, on the approval by shareholders of the increase in authorised share capital and the renewal of share allotment authorities ("the Resolutions") at the upcoming Extraordinary General Meeting ("EGM") announced on 21 January 2026, to be held on 12 February 2026.

Highlights

·    Corporate re-launch with proposed equity raise and comprehensive balance sheet reset, eliminating near term refinancing and funding risk

·    Continued commitment to core waste to value gasification technology platform with significant medium term commercial opportunity

·    Introduction of copper and gold exploration assets with the potential to deliver near term value catalysts, including drilling within six months

James Parsons, CEO of EQTEC, commented:

"Copper and gold prices have recently reached record or near-record levels, reflecting exceptionally strong market conditions, which I expect to continue.

Today's transactions mark the beginning of a new phase for EQTEC. They broaden the Group's portfolio, introduce near-term catalysts from the newly acquired assets which complement the longer-term value development of the Group's existing gasification activities. In parallel, these transactions materially de-leverage the balance sheet and establish a strong platform from which to build a company of scale.

The Company will, after the upcoming EGM, host an investor event to provide further detail on the transactions, outline the strategic rationale, and discuss the next phase of the Group's development."

Attention is drawn to the Resolutions proposed for approval at the upcoming EGM to be held on 12 February 2026. The passing of these resolutions is critical to the execution of the expanded strategy and the future of the Company and the Board has recommended that shareholders should vote in favour of the Resolutions.  Should shareholders not vote in favour of these Resolutions, should the Debt Restructuring, as defined below, not be concluded as planned or should the Proposals not proceed, and an alternative funding source is not be available on an urgent basis, the Directors will be required to consider formal insolvency proceedings.

Proposed Equity Fund Raise

As previously announced on 24 November 2025, and subsequently, the Company urgently requires additional funding to meet its short-term working capital obligations. The Company's actions to conserve cash whilst discussions with lenders and potential investors continued, extended the Company's cash runway with the continued support of creditors, until the end of February 2026. As previously announced the Company was notified by Rebel Ion on 23 October 2025 that it had decided to suspend further subscriptions under the option agreement , details of which can be found in the announcement of 24 October 2025  and therefore, whilst discussions with Rebel Ion remain ongoing and the Company continues to consider its position, the Directors do not believe they can rely on this agreement for further access to capital.

The Company has conditionally raised £1.3 million before expenses (the "Placing") through the issue of new ordinary shares at a price of 0.035 pence per share, (the "Placing Price"). Completion of the Placing is conditional, on the Debt Conversion under the Debt Restructuring and on the approval of the Resolutions at the EGM. The Placing Price is a 41.7% discount to the closing price at 31 December 2025 and a 61% discount to the closing price on 28 January 2026.  The Placing will result in the issue of 3,714,285,714 new ordinary shares ("Placing Shares"), representing approximately 36% of the issued share capital as enlarged as a result of the Proposals.

The net proceeds of the Placing will be applied towards funding the acquisition, pre-drill and drill programme of the Green Rock project, the Peak Hills option (each as set out in further detail below), to provide a working capital runway for the Company's core gasification business, to enable the Company to complete its ongoing cost restructuring actions and to significantly address some of its creditor obligations.

In connection with the Placing, the Company has appointed Global Investment Strategy UK Limited ("GIS") as its sole placing agent pursuant to the terms of an engagement letter on customary terms. In consideration for agreeing to use its reasonable endeavours to procure subscribers for the Placing Shares, the Company will pay GIS a commission on the aggregate funds raised in the Placing.

Proposed Debt Restructuring

EQTEC has, consistent with its announcement on 14 January 2026, signed a binding heads of terms with its lenders to comprehensively restructure approximately £5.79 million of existing debt (the "Debt Restructuring").  Subject to approval of the Resolutions at the EGM, completion of the Placing and entry into definitive documentation the Debt Restructuring will materially deleverage the Company and remove any near-term refinancing risk.

The existing debt position comprises a £5.1 million secured term loan due December 2027, a £0.69 million convertible loan due March 2026, and approximately £0.17 million of other convertible balances.

Under the agreed Debt Restructuring, the £5.1 million secured and £0.69 million convertible debt will be restructured as follows:

·    £1.93 million will be converted into new ordinary shares in the Company at the Placing Price and subject to a 3-month lock-in, resulting in the issue of 4,552,411,429  new ordinary shares ("Debt Conversion Shares"); where, as a result of the issue of the Debt Conversion Shares, either lender would be interested in greater than 29.9% of the then issued share capital of the Company,  a deferred share award will be made for the balance such that neither lender will exceed 29.9% without a waiver  in respect of Rule 9 of the Irish Takeover Rules. The Debt Restructuring will be conditional on each lender warranting that it is not acting in concert, as defined in the Irish Takeover Rules, with the other lender.

·    £1.93 million will be repaid out of the proceeds of new convertible loan agreements to be entered into with the existing lenders by the Company's wholly-owned subsidiary EQTEC Iberia S.L.U. Such loans will be unsecured, have a five-year maturity date, zero-coupon interest rate, and 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.

·    £1.93 million will be repaid out of the proceeds of a new secured loan to EQTEC to be entered into with the Secured Lenders having a five-year maturity date, zero-coupon interest rate, and with 10% of future equity raises (excluding the Placing) to be applied to early repayment. The loan will remain secured on all the assets of EQTEC.

·    In addition all existing lender warrants will be cancelled and security arrangements reset. Following completion of the Debt Restructuring, EQTEC will therefore retain approximately £1.93 million of secured long-dated, zero-coupon debt and a non-recourse debt of £1.93 million in its Spanish subsidiary.

It has been agreed that the Company will not draw down any further on the existing convertible facility with GIS, as announced on 24 October 2025, where the outstanding balance is £166,000.

As noted above, completion of the Debt Restructuring is conditional, amongst other things, on entry into definitive legal documents. While the heads of terms are stated to be legally binding on the Company and the lenders, and the lenders remain very supportive of the Proposals, there is no guarantee that such documents will be finalised.

The Board understands that discussions between Rebel Ion and the Lenders are still ongoing regarding the potential purchase of the Group's debt. The Debt Restructuring does not prevent Rebel Ion from purchasing the debt at a future date.

Green Rock Project Acquisition (99%) - Highlights

EQTEC has entered into a binding agreement with a vendor group of Mining Equity Pty Ltd and David Lenigas to acquire 99% of the Green Rock copper-gold exploration project ("Green Rock") located in the Ashburton Basin in the northwest region of Western Australia.  Green Rock is a high-grade but early-stage exploration opportunity with strong surface copper results and multiple prospects in a proven mining district. The Green Rock project comprises one granted exploration licence covering approximately 31.5 km² and includes five discrete copper-gold prospects within the Ashburton Mineral Field. The project is hosted within a Proterozoic geological sequence considered prospective for copper and gold mineralisation.

The total consideration for the acquisition is US$150,135 which will be settled US$15,000 in cash and US$135,135 by the issue of 289,575,000 new ordinary shares (the "Consideration Shares").  The vendor will retain a 1% working interest in the project which will be carried up to US$350,000 after which the Company will lend any further development capital to the vendor group on terms to be agreed at that time and receive repayment of that loan out of future revenues.  The acquisition consideration is to be settled following the EGM and completion of the acquisition is subject to the approval of the Resolutions, due to the need for authority to issue the Consideration Shares, and conditional on the Company obtaining the prior written consent of the Minister of Mines and Petroleum in the State of Western Australia. A further announcement will be made once consent has been received.

 
Technical highlights include:

·    Widespread surface copper mineralisation with extensive malachite development;
Channel sampling returning up to 1m at 14.1% Cu with associated gold values up to 1.1 g/t Au;

·    Rock chip samples reporting exceptionally high copper grades of up to 54.5% Cu with associated gold;

·    Multiple high-grade prospects with no modern systematic drilling completed.

The acquisition is in line with the Company's strategic expansion, recently announced, seeking exposure to resources complementary to its core gasification strategy that have the opportunity for near-term value catalysts.  The Board considers Green Rock to offer strong near-term exploration potential, with pre-drill activities starting immediately and drilling to begin within six months.

The Company expects to initiate its pre-drill work programme shortly, with a total cost of approximately US$135,000. The programme includes completing detailed geological mapping, surface validation across all five prospects, follow-up rock chip and channel sampling to refine high-grade copper-gold zones and then defining priority drill targets based on structural interpretation and grade continuity.

Peak Hills Project Option - Highlights

EQTEC has also secured an exclusive three month option, extendable to five months at the Company's sole discretion (the "Option") with a vendor group of Mining Equities Pty Ltd, David Lenigas and Dominic Noonan to acquire a 99% interest in the Peak Hills gold-copper exploration project ("Peak Hills") in the Midwest region of Western Australia. 

The Peak Hill project is a large-scale advanced gold dominant exploration project with historic drilling and rock sampling having returned very high gold and copper grades.  It is an under-explored project where significant data exists but has not been fully reprocessed or targeted using modern exploration techniques. The land package is large, with many prospects rather than a single isolated target. The project covers approximately 163 km² across five granted tenements, located around 80 km north of Meekatharra with excellent infrastructure access. The project lies within the Proterozoic Glengarry Sub-Basin and is underlain by Karalundi metasediments and Narracoota Volcanics, a geological sequence considered prospective for gold and copper mineralisation.

The cost of the Option is US$13,514 payable in cash immediately following the EGM. Exercise of the Option is entirely at the sole discretion of EQTEC. Should the Company exercise the option then US$2,291,892 will become payable, to be settled US$400,000 in cash and US$1,891,892 in equity priced at the lower of the 10 day VWAP at the date of exercise or the price of any equity raise occurring at the same time as the Option exercised. The vendor group would retain a 1% working interest in the project which will be carried up to US$350,000 after which the Company will lend any further development capital to the vendor group on terms to be agreed at that time and receive repayment of that loan out of future revenues. If the Option is exercised, the resulting acquisition will be subject to and conditional on the Company obtaining the prior written consent of the Minister of Mines and Petroleum in the State of Western Australia. The Company would also seek shareholder approval to exercise the Option, if required.

Technical highlights include:

·    Multiple historic drilling programmes defining nine prospects;

·    High-grade historic gold intersections including 2m at 21.9 g/t Au and 2m at 3.67 g/t Au;

·    Copper mineralisation including drill intersections of 33m at 0.28% Cu;

·    Rock chip results returning gold values up to 24.5 g/t Au and copper values up to 7.1% Cu.

The Board believes Peak Hills, in the event the Option were exercised, would provide complementary exposure to a more advanced, gold-dominant system, while the Option structure limits upfront capital commitment at the current time.

New Western Australian Technical Lead

The Company has also finalised arrangements with Mr Edward Mead, who will act for the Company as Lead Geologist working alongside the Company's Chief Executive who has significant operational experience in this sector.  Mr Mead is a geologist with 30 years' experience in the natural resources sector, will provide management oversight of the Western Australia team and has agreed to take the fee for his initial support in equity, which would be issued following the EGM at the Placing Price .  The Company has also arranged access to local legal and corporate services teams in Perth, Western Australia.

Creditor Settlements

An estimated total of 535,520,000 new ordinary shares are intended to be issued to creditors in settlement of amounts due to them (the "Creditor Shares"). The Creditor Shares will be issued at a reference price of the Placing Price, and are being issued subject to the approval of the Resolutions at the EGM.  All Creditor Shares issued will be subject to a 30 day lock in.

The percentage interests set out in this announcement assume agreement is reached with creditors to issue the Creditor Shares. In the event that no agreement is reached, alternative payment arrangements will need to be agreed. A further announcement regarding the final number of Creditor Shares to be issued will be made in due course.

Management Incentives

As part of the Proposals the Company intends to award, following the EGM, a total of 369,005,953 warrants to Mr Parsons, Chief Executive Officer, 297,254,795 warrants to Mr Madden, Chief Financial Officer, 102,501,654 warrants to Mr Aleman, Chief Technical Officer and 102,501,654 warrants to Mr Palumbo, Non-Executive Chairman.  All warrants would be exercisable for a period of 5 years at 0.045 pence per share (a 29% premium to the Placing Price) on a cashless basis. The Warrants would vest in three tranches, with one half vesting immediately, one quarter on the first anniversary of the date of issue, and one quarter on the eighteen-month anniversary of the date of issue, subject to the holder remaining entitled to the Warrants at the relevant vesting date.

Application and Board Recommendation

Subject to approval of the Resolutions at the EGM, application will be made for Admission of the new Shares, including the Placing Shares, Debt Conversion Shares, Consideration Shares and Creditor Shares to trading on AIM. A further announcement will be made in due course.

The Board draws attention to the Resolutions proposed for approval, at the upcoming EGM to be held on 12 February 2026. The passing of these resolutions is critical to the execution of the expanded strategy and the future of the Company and the Board has recommended that shareholders should vote in favour of the Resolutions.  Should shareholders not vote in favour of these Resolutions, should the Debt Restructuring, as defined below, not be concluded as planned or should the Proposals not proceed, and an alternative funding source is not be available on an urgent basis, the Directors will be required to consider formal insolvency proceedings.

Additional Technical Information on the New Assets:

 

Figure 1: Project location map.

Figure 2: Green Rock project tenure and information

Figure 3: Peak Hill project tenure and information

Further technical highlights of the Green Rock Gold-Copper Project

Location & Access

·    31.5 km² granted exploration licence comprising five discrete copper-gold prospects

·    Located in the Ashburton Mineral Field of the southern Pilbara Region of Western Australia (a proven Western Australian exploration region with good access)

Geological Setting

·    Hosted within a Proterozoic geological sequence considered prospective for copper and gold mineralisation

·    Widespread surface mineralisation, including extensive malachite development, consistent with copper-rich systems

Exploration Status

·    Early-stage project with multiple high-grade surface expressions across the licence area

·    Exploration to date focused on mapping, rock chip sampling, and channel sampling

·    No modern systematic drilling completed, providing significant upside potential

Selected Surface Results (High-Grade Copper & Gold)

·    Green Rock Prospect: Northwest-trending zone of intense malachite mineralisation (locally >50% malachite), with channel samples up to 1m @ 14.1% Cu and associated gold values to 1.1 g/t Au

·    Ming Bore North: Rock chip samples returned exceptionally high copper grades up to 54.5% Cu, with gold values to 1.47 g/t Au

·    Green Hat: Rock chip result of 3.1% Cu and 0.13 g/t Au

·    Glen Florrie: Historic small-scale copper production (13.6% Cu), rock chip samples up to 22.1% Cu and 2.2 g/t Au

Next Steps / Investment Rationale

·    Multiple high-grade copper-gold occurrences confirm a robust mineralised system at surface

·    Results indicate strong potential for mineralisation to continue at depth and/or along strike

·    Drill-ready targets expected within ~6 months, supporting near-term exploration-driven re-rating potential 

Further technical details of the Peak Hill Gold-Copper Portfolio

163km² of tenure consisting of 5 granted exploration licences within Peak Hill Mining District of Western Australia. Refer Figure 1 and 3.

The exploration undertaken in the late 1980s across the project initially focussed on the gold mineralisation potential with rock chip sampling and modest drilling of regional prospects. Multiple substantial prospects were defined without a proper explanation of the primary mineralisation potential.

With the exploration focus of the region shifting towards VMS (volcanogenic massive sulphide) base metals potential subsequent to the discovery of Degrussa by Sandfire Resources Ltd, a substantial exploration effort was driven by geophysical surveys utilising versatile time domain electromagnetic (VTEM) systems. The benefit of this exploration from a gold perspective is that high resolution magnetics and Electromagnetics has only targeted copper mineralisation and gold mineralisation has not been followed up. Subsequent to this VMS exploration effort, no further substantive gold exploration was completed.

Location & Infrastructure

·    Located ~80km north of Meekatharra, covering ~163km² across five granted tenements

·    Excellent access via the Great Northern Highway

·    Within 100km of three operating gold processing plants

Geological Setting

·    Situated within the Proterozoic Glengarry Sub-Basin

·    Underlain by Karalundi metasediments and Narracoota Volcanics, a geological sequence considered prospective for gold and copper mineralisation

Exploration Status

·    Advanced historic exploration with multiple (9) defined prospects

·    Underexplored at scale, with significant potential for modern systematic drilling

Selected Historic Results (High-Grade Signals)

·    Mick Well 2: 2m @ 21.9 g/t Au from 24m

·    Mick Well 1: 2m @ 3.67 g/t Au from 16m; 4m @ 3.79 g/t Au (RAB)

·    Karalundi prospects: multiple rock chip results >1 g/t Au, with highs up to 24.5 g/t Au

·    Orient prospect: intersections including 1m @ 9.72 g/t Au, 33m @ 0.28% Cu; gossans reported up to 12.8% Cu

·    Additional copper anomalism: rock chips up to 7.1% Cu

Investment Rationale

·    High-grade gold and copper signals from historic work

·    Scale, infrastructure advantage, and multiple targets support further drilling

·    Option structure limits near term dilution while preserving exposure to exploration-driven upside

Historic expenditure - Green Rock and Peak Hill

The vendor group has not published any statutory financial statements since it acquired the Tenements but has incurred costs associated with the Tenement of US$246,000 over the last 12 months which have all been capitalised in its unaudited management accounts.  The spend consists of US$38,839 on the Green Rock project and the balance on the Peak Hills project.

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

ENQUIRIES  

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

Competent Person's Statement

The information in this announcement that relates to exploration results, mineral resources or ore reserves is based on information compiled by Mr Edward Mead, who is a Fellow of the Australasian Institute of Mining and Metallurgy. Mr Mead is a consultant to the Company. Mr Mead has sufficient experience which is relevant to the style of mineralisation and type of deposits under consideration and to the activity that he is undertaking to qualify as a Competent Person as defined in the 2012 edition of the `Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves' (the JORC Code). Mr Mead consents to the inclusion of this information in the form and context in which it appears in this announcement.

 

END