REG - Net Zero Infrastruct - Potential Acquisition

Net Zero InfrastructureAnnouncement

22/05/2025 07:00

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RNS Number : 6047J  Net Zero Infrastructure PLC  22 May 2025

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
REGULATION (EU) 596/2014, WHICH IS PART OF DOMESTIC UK LAW PURSUANT TO THE
MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS 2019 (SI 2019/310) ("UK MAR").
UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION (AS DEFINED
IN UK MAR) IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

 

22 May 2025

 

NET ZERO INFRASTRUCTURE PLC

 

("NZI" or the "Company")

 

Potential Acquisition

 

Further to the Company's announcement on 1 April 2025, in which NZI announced
that it was actively considering another potential acquisition opportunity
which would constitute a reverse takeover under the Financial Conduct
Authority's Listing Rules, the Company is pleased to announce that it has
signed a non-binding letter of intent ("LOI") to acquire Westura Energy NL
("Westura") (the "Acquisition").

Westura is a Western Australia based mining exploration company focused on the
identification and development of high-quality mineral deposits in Tier 1
jurisdictions. Westura has an experienced management and technical team that
have a track record of success in mineral exploration and development across
multiple mineral commodities and jurisdictions.

Westura's gold resource portfolio has historically produced in excess of
44,000 ounces of gold at 28.3 grammes per tonne ("g/t"). The company holds 10
high priority target leases containing potentially up to 755,000 tonnes at 2.4
to 4.2g/t for up to 99,180 ounces of gold. The company is planning additional
drilling to support the open pit development for the recovery of hard rock
material estimated at 1,100,000 tonnes at 3.9g/t (based on historical
high-grade deposits) and to delineate an initial resource of up to 375,000
ounces. Westura plans to commence treatment of an estimated 87,000 tonnes of
gold tailings with a JORC inferred resource of 2,069 ounces currently valued
at in excess US$6.8 million. Processing of the tailings is planned to to be
completed via contract mining at a rate of approximately 160 ounces per month
and is expected to commence in Q4 2025 for a period of 12 months.
Additionally, an extensive drilling programme across the leases is expected to
increase the JORC compliant resource.

The LOI is non-binding save for, inter alia,the parties are to bear their
respective costs in relation to the Acquisition , exclusivity restrictions
that cover both parties engaging in discussions or agreements with third
parties on alternative transactions, and other customary terms of an agreement
of this nature, such as confidentiality and governing law.

The Company and Westura intend to undertake a fundraise to provide working
capital through the allotment of up to £250,000 unsecured convertible loan
notes in Westura which will convert into Ordinary Shares in the Company on
completion of the Acquisition.

The parties to the LOI intend to proceed as quickly as possible with a view to
completing the Acquisition on or before 31 October 2025.

The Acquisition, if it proceeds, will constitute a reverse takeover under the
FCA's Listing Rules since, inter alia, in substance it will result in a
fundamental change in the business of the issuer. Accordingly, the Company
remains suspended on the Official List and from trading on the Main Market of
the London Stock Exchange, pending publication of a prospectus and the
application by the Company to have its enlarged share capital listed on the
Official List and admitted to trading on the Main Market. However, the Company
is also exploring the possibility of cancelling its listing on the Main Market
of the London Stock Exchange and instead seeking admission of the Company's
shares to trading on the AIM Market of the London Stock Exchange should the
Acquisition complete.

The Acquisition is subject, inter alia, to the completion of due diligence,
documentation, shareholder approval and compliance with all regulatory
requirements, including the Listing and Prospectus Rules and, as required, the
Takeover Code and the AIM Rules for Companies. The Company will update
shareholders as to progress made in relation to the Acquisition as and when
appropriate. As no binding agreement on mutually acceptable terms has yet been
reached between the parties, the Company cannot guarantee nor provide any
certainty that the Acquisition will be completed. If the Acquisition does not
complete for any reason, it is expected that the suspension of the Company's
listing will be lifted subject to FCA approval and trading in the NZI shares
will recommence.

Further announcements will be made in due course, as appropriate.

Commenting NZI's Chairman, Mike Elwood, said: "We are very pleased to have
signed the LOI with Westura.  Westura has a very strong management team,
significant gold resources, with importantly the potential to deliver near
term cashflow. Whilst we have moved from our original renewable focus due to
market conditions, the NZI Board believes that this opportunity is
considerable and the transaction, if completed, will be in the best interest
of the Company's shareholders."

Contact Details

 

 Net Zero Infrastructure plc                    +44 (0) 799 932 9382

 Mike Ellwood - Non-Executive Chairman
 Axis Capital Markets Limited (Company Broker)  +44 (0) 203 026 0320

 Richard Hutchison
 IFC Advisory (Financial PR)                    +44 (0) 203 934 6630

 Graham Herring

 Tim Metcalfe

 

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