REG - Pineapple Power Corp - Termination of Proposed Acquisition

Pineapple PowerAnnouncement

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RNS Number : 1518H  Pineapple Power Corporation PLC  02 May 2025

 

This announcement contains inside information as stipulated under the UK
version of the Market Abuse Regulation No 596/2014 which is part of English
Law by virtue of the European (Withdrawal) Act 2018, as amended.  On
publication of this announcement via a Regulatory Information Service, this
information is considered to be in the public domain.

May 2, 2025

Pineapple Power Corporation PLC (the "Company" or "Pineapple Power")

Termination of Proposed Acquisition of FUSE-AI Gmbh

Heads of Terms signed for Proposed Reverse Takeover of

Buffalo Battery Metals PTY Limited

Continuation of Suspension of Listing

On 23 December 2024 the Company announced that it had entered into non-binding
heads of terms to acquire FUSE-AI Gmbh ("FUSE"). Since that time,  the
Company has spent considerable time attempting to reach an acceptable
agreement on the final structure of the transaction.  To date, this has not
been possible and the Company therefore announces that the proposed
acquisition of FUSE has been terminated.

The Company is pleased to announce that it has agreed in principle the
acquisition of 100% of the outstanding shares in Buffalo Battery Metals PTY
(Buffalo Battery Metals or BBM) in an all-share transaction, subject to legal,
financial, technical and other due diligence and entry into a legally binding
sale and purchase agreement (the "Proposed Acquisition").  As no binding
agreement has yet been reached, the Company cannot guarantee that the Proposed
Acquisition will complete.

About Buffalo Battery Metals PTY Buffalo Battery Metals is a privately owned
Australian company focused on the exploration, development, and production of
various minerals, including lithium, copper and gold, in Zimbabwe.   Formed
in 2022, BBM is a relatively new entrant into the African critical minerals
sector. BBM provides investors with exposure to a high-growth region on the
African Continent with significant untapped potential and is managed by a
proven discovery and development team: BBM's management and technical team
have a successful track record of bringing mineral projects from discovery
through development and into production. BBM is focused on generating positive
cash flow from its operations to minimise shareholder dilution with low
capital cost and near term cash flow potential.

The Proposed Acquisition

Pineapple Power, as a listed shell, is well placed to facilitate the listing
of Buffalo Battery Metals on the London Stock Exchange. As such, the Company
and shareholders of BBM entered into non-binding heads of terms for the
acquisition of 100% of the issued share capital of BBM by way of the allotment
and issue of new ordinary shares in Pineapple Power.  It is envisaged that,
in conjunction with the Proposed Acquisition, there will be an equity
financing to fund future investment and the working capital requirements of
the enlarged group.

On completion of the Proposed Acquisition, it is the Company's intention is to
delist its shares from the Official list and cease trading on the Main Market
of the London Stock Exchange ("Delisting"), and to seek admission of its
shares to trading on the AIM market of  the  London Stock Exchange
("Admission"). It is anticipated that, following completion of the Proposed
Acquisition:

·    the current directors of BBM will form a majority of the board of the
Company; and

·    the sellers of BBM will become majority shareholders of the enlarged
Company.

The Proposed Acquisition is conditional on, amongst other things:

·    the satisfactory completion, by each of the parties to the
transaction, of legal, financial and commercial due diligence;

·    the parties agreeing, signing and exchanging a legally binding share
sale and purchase agreement;

·    the raising of an appropriate amount of new equity funds by the
Company;

·    the Takeover Panel waiving any obligation the BBM sellers (and any
persons acting in concert with them) might otherwise incur under Rule 9 of the
City Code by virtue the issue to them of consideration shares (the "Rule 9
Waiver");

·    the passing of necessary resolutions to approve the Proposed
Acquisition (including the Rule 9 Waiver) by the shareholders of the Company
at a duly convened general meeting (the "General Meeting"); and

·    the Delisting and Admisson becoming effective.

 

In order to effect Admission, the Company is required to publish an AIM
admission document, which will include relevant details relating to the
Company, BBM and the Proposed Acquisition, amongst other things. It is
currently expected that should the Proposed Transaction proceed, the admission
document will be published, and the Proposed Acquisition will complete, during
Q3 2025.

At this stage, there can be no guarantee that the Proposed Transaction will
complete nor as to the final terms of the Proposed Transaction. Further
announcements and updates will be made in due course.

Continuation of Suspension of Listing

The Proposed Acquisition, if completed, would constitute a reverse takeover
under the Listing Rules. The listing of the Company's ordinary shares was
suspended on 24 April 2023. As the Company is currently unable to provide full
disclosure on BBM as required under the UK Listing Rules, it has requested
from the Financial Conduct Authority, and been granted, a continuation of the
current suspension of listing in its shares pending either the issue of an
announcement providing further details on the Proposed Acquisition, the
publication of a prospectus, or an announcement that the Proposed Acquisition
is not proceeding.  Any restoration of the listing is subject to the approval
of the Financial Conduct Authority. As stated above, the current intention is,
on completion of the Proposed Transaction, to effect the Delisting and to
admit the enlarged Company to trading on AIM.

Further announcements and updates will be made in due course.

Clive de Larrabeiti, Corporate Finance Advisor to Pineapple Power stated -
"The recent resurgence of interest in the junior resource sector which is due
to the rising demand for key commodities involved in the manufacture of
products in the renewable energy sector as well as the foreseen shortage of
vital infrastructure metals such as copper, nickel and rare earth minerals has
attracted a growing audience of investors who recognise the opportunities now
available in the supply of these elements. The rise in the price of gold due
to the geopolitical tensions currently being experienced and exacerbated by
the increasing trade and financial uncertainties brought about by the recent
tariff trade war have also brought increasing attention to the lack of
aggressive exploration and discovery of these vital and desirable minerals in
recent years. This realisation has resulted in some very successful fund
raisings and go public initiatives on the London Stock Exchange recently, a
trend which may well reverse market sentiment in the resource sector in the
near term leading to an early bull market in this sector."

James Harvie, Managing Director of Buffalo Battery Metals, commented - "We are
pleased to have concluded the Head of Terms for a proposed Reverse Takeover
(RTO) transaction with Pineapple Power Corporation. This marks a significant
milestone for Buffalo Battery Metals as we move toward a listing on the London
Stock Exchange. Our portfolio of projects in Zimbabwe holds exceptional growth
potential, and we are excited to bring this opportunity to a broader investor
base."

 

 

ENQUIRIES

For further information, please visit - www.pineapple-powercorp.com
(http://www.pineapple-powercorp.com/) ,

 or contact:

 Pineapple Power Corporation PLC

 Clive de Larrabeiti                 +44 203 039 3913

 Corporate Finance Advisor

 clive.d.l@pineapple-powercorp.com   +44 797 317 7973

 Corporate Broker                    +44 207 220 9791

 Peterhouse Capital

 Charles Goodfellow

 cg@peterhousecap.com

 Media Relations

 David Burton

 Total Market Solutions

 davidburton.tms@gmail.com

 

The information contained within this announcement is deemed by the Company to
constitute inside information for the purposes of Article 11 of The Market
Abuse (Amendment) (EU Exit) Regulations 2019 (SI 2019/310). Upon publication
of this announcement, this inside information is now considered to be in the
public domain.

 

 

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