Path Investments plc Further re the Acquisition of DT Ultravert (8244A)
01 Octubre 2020 - 5:41AM
UK Regulatory
TIDMPATH
RNS Number : 8244A
Path Investments plc
01 October 2020
Path Investments plc
("Path" or the "Company")
Further re the Acquisition of DT Ultravert
Acquisition of remaining 25% of DT Ultravert from Diversion
Technologies LLC
Update on Acquisition of 75% of DT Ultravert and Kansas Land
Leases from Zoetic International plc
Path Investments plc (TIDM: PATH) , the energy and natural
resources investment company, is pleased to announce certain
updates regarding the Company's proposed acquisition of the
patented proprietary technology, DT Ultravert ("DTU").
Acquisition of 25% of DT Ultravert from Diversion Technologies
LLC
The Company is pleased to announce that it has entered into a
binding agreement with Diversion Technologies LLC ("DTL") to
acquire its 25% ownership of DTU, together with all associated
applications and trademarks (the "Transaction").
The consideration for the Transaction will be satisfied by the
issue by Path to DTL of 10,000,000 new ordinary shares in the
Company, together with 5,000,000 warrants to subscribe for ordinary
shares in Path at any time following completion at an exercise
price of 1.5 pence per share.
Completion of the Transaction is subject to the publication of a
prospectus by Path prepared in accordance with the Prospectus
Regulation Rules made under section 73A of the Financial Services
and Markets Act 2000 (as amended) and approved by the UK Financial
Conduct Authority under section 87A of Financial Services and
Markets Act 2000 (as amended) and readmission of Path's ordinary
shares to the standard segment of the Official List maintained by
the Financial Conduct Authority, and readmission to trading on the
Main Market of the London Stock Exchange.
Update on the Acquisition of 75% of DT Ultravert and the Kansas
Land Leases from Zoetic International plc
With the announcement today of our conditional acquisition of
the remaining 25% of DTU, Path is pleased to reiterate its binding
agreement with Zoetic International plc ("Zoetic").
The consideration for the acquisition of the other 75% of DT
Ultravert and the Kansas Land Leases will be satisfied by the issue
by Path to Zoetic of 15,000,000 warrants to subscribe for ordinary
shares in Path at any time from the first to the third
anniversaries following completion at an exercise price of 0.75
pence per share, together with 15,000,000 warrants to subscribe for
ordinary shares in Path at any time from the first to the third
anniversaries following completion at an exercise price of 1.5
pence per share.
Additionally, Path has agreed to pay, in perpetuity, to Zoetic a
royalty equal to 6% of all gross revenues derived from its former
75% holding in DTU, accruing from receipt of first revenues,
although not payable until 12 months thereafter. Royalty payments
will be settled quarterly, with payments being made at the end of
the quarter in which Path earns revenue. For the avoidance of
doubt, Path has no obligation to make a payment to Zoetic unless it
has received the revenue payment from its own customers.
Royalty payments due until the fifth anniversary of completion,
at Path's discretion, may be settled as to 50 per cent. by the
issue of new ordinary shares in Path, in which case the value of
those ordinary shares will be based on the volume weighted average
price over the 10 business days prior to the date of issue.
Thereafter payments due will be settled in cash.
Zoetic will enter into an orderly marketing agreement in respect
of the new ordinary shares of Path issued as consideration and any
exercise of warrants for a period of 12 months from the date of
completion.
Completion of the acquisition from Zoetic is subject to a number
of items, including the publication of a prospectus by Path
prepared in accordance with the Prospectus Regulation Rules made
under section 73A of the Financial Services and Markets Act 2000
(as amended) and approved by the UK Financial Conduct Authority
under section 87A of Financial Services and Markets Act 2000 (as
amended) and readmission of Path's ordinary shares to the standard
segment of the Official List maintained by the Financial Conduct
Authority, and readmission to trading on the Main Market of the
London Stock Exchange.
Commenting, Christopher Theis CEO of Path, said: "We are
delighted to have agreed the acquisition of the remaining 25% of
DTU, together with all associated applications and trademarks from
Diversion Technologies LLC. Together with our acquisition of the
75% holding by Zoetic International plc, announced on 27 May 2020,
this important transaction brings into our ownership 100% of the
DTU technology.
"We are excited by the opportunities that 100% ownership of the
technology brings to Path, and we believe we are well positioned to
be able to exploit this exciting technology to ensure that its
commercial benefits are maximised. As a re-fracking well
stimulation and protection technology, DTU is a potentially more
effective and cheaper method to stimulate and protect conventional
and unconventional formations, together with providing
environmental benefits."
For further information please contact:
Path Investments plc C /O IFC
Christopher Theis
IFC Advisory Limited (Financial PR & IR) 020 3934 6630
Tim Metcalfe
Zach Cohen
Grant Thornton UK LLP (Financial Adviser)
Samantha Harrison 020 7865 2411
Harrison Clarke 020 7184 4384
Keith, Bayley, Rogers & Co. Limited (Broker)
07776 30 22
Brinsley Holman 28
07506 43 41
Graham Atthill-Beck 07
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