REG - EQTEC PLC - Completion of Proposals

EQTECAnnouncement

Mon 15:15

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RNS Number : 2188T  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 (https://eqtec.com/) or contact:

 

ENQUIRIES 

 

 EQTEC plc                                         www.eqtec.com

 James Parsons

  
 Strand Hanson - Nomad & Financial Adviser         +44 20 7409 3494 

 James Harris / Richard Johnson 

  
 Global Investment Strategy UK Ltd - Broker        +44 20 7048 9045 

 Christopher Kipling

 Samantha Esqulant 

  

 

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                                       N/A (Single transaction)

     Aggregated volume Price
 e)  Date of the transaction                                      16 February 2026
 f)  Place of the transaction                                     AIM (LSE)

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                                       N/A (Single transaction)

     Aggregated volume Price
 e)  Date of the transaction                                      16 February 2026
 f)  Place of the transaction                                     AIM (LSE)

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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