Hydrogen Future Industries Plc Acquisition of Patents & Issue of Equity and Warrants
05 Octubre 2022 - 1:00AM
UK Regulatory
TIDMHFI
5 October 2022
Hydrogen Future Industries plc
("HFI" or the "Company")
Acquisition of Patents
&
Issue of Equity and Warrants
Hydrogen Future Industries PLC (AQSE:HFI), a developer of proprietary wind and
water-based green hydrogen production systems, announces the acquisition of a
suite of international patents which are relevant to the systems being
developed by the Company (the "Acquisition"), by its joint venture subsidiary
HFI IP Holdings Limited.
Highlights:
* Acquisition significantly enhances IP around HFI's wind-based hydrogen
production system
* Potential wider commercial applications for patents beyond HFI's systems -
potential for early cash flow generation
* Acquisition being made by way of the forgiving of a loan to the Vendor,
cash payments, issue of Consideration Shares at 10p and Warrants
The patents being acquired pursuant to the Acquisition (the "Patents") were
granted to HW Power Limited (the "Vendor") in respect of work undertaken by
Timothy Blake between 2015 and 2018, prior to him joining HFI as Chief
Executive Officer of HFI Energy Systems Limited, the Company's wholly owned
product development subsidiary.
The Patents, which are listed in the Appendix below, cover a range of works
including ducted wind turbine rotor configurations; a dynamic telescopic tower
to optimise wind farm energy production and reduce maintenance cost; a variable
hydraulic drive and electro-magnetic clutch to increase efficiency and lower
cost of energy production; and the conversion of stored energy to green
hydrogen.
The Board believes the Patents may have commercial applications within both the
Company's future wind-based green hydrogen production systems and the wider
wind energy generation sector.
The Acquisition is being made by way of:
* the issue to the Vendor of 5,200,000 new ordinary shares in HFI at an issue
price of 10 pence per share (the "Consideration Shares");
* the forgiving of a loan made to the Vendor by the Company on 16 December
2021 of US$150,000 which was to acquire exclusivity rights with the Vendor
for the Acquisition;
* additional aggregate cash payments of £33,000 ("Cash Payments"); and
* the issue to the Vendor of warrants over a further 2,500,000 new ordinary
shares in HFI with an exercise price of 12 pence per warrant, which will
expire three years from the date of issue (the "Warrants"). The first
1,625,000 will be issued today, 5 October 2022.
Under the terms of the Acquisition agreement, the Cash Payments, Consideration
Shares and the Warrants will be issued to the Vendor according to the following
schedule:
Cash Payments Consideration Warrants
Shares
at 10p
Tranche 1 - to be issued £33,000 3,450,000 1,625,000
immediately on completion of
the Acquisition, being 4
October 2022
Tranche 2* 1,750,000 875,000
Total £33,000 5,200,000 2,500,000
* to be issued upon the earlier of the Company's achievement of certain
development milestones or 12 months from the date of completion of the
Acquisition. Milestones include, inter alia, proof of efficiency of certain
features of the 1 metre and 5 metre prototype systems.
The Tranche 1 Consideration Shares are subject to a 12-month lock-in agreement,
expiring 4 October 2023. The Tranche 2 Consideration Shares are subject to a
12-month lock-in agreement from the date of issue.
Admission
Application has been made for the 3,450,000 Tranche 1 Consideration Shares to
be admitted to trading on the Aquis Stock Exchange Growth Market ("Admission").
Admission is expected to occur at 8:00 am on or around 10 October 2022.
Total Voting Rights
Following Admission, the Company's issued share capital will comprise
33,250,000 ordinary shares, with each share carrying the right to one vote.
Related Party Transaction
HW Power Limited is considered a "Related Party" as defined under the AQSE
Growth Market Access Rulebook as a result of Timothy Blake, a director of
Hydrogen IP Holdings Limited, having also been a shareholder of the Vendor
within a 12-month period of the Acquisition. The Acquisition therefore
constitutes a related party transaction for the purposes of Rule 4.6 of the
AQSE Growth Market Access Rulebook.
The directors of HFI independent of the Acquisition confirm that, having
exercised reasonable care, skill and diligence, the related party transaction
is fair and reasonable insofar as the shareholders of HFI are concerned.
David Ormerod, Executive Director of HFI, commented:
"By securing these Patents attached to earlier works undertaken by Timothy
Blake we have significantly enhanced the intellectual property around the
wind-based hydrogen production system we are developing. We look forward to
beginning the testing of our 1m prototype unit in Montana, USA in this quarter,
which we anticipate will last for several months prior to the construction of
the first commercial scale units for testing.
"Additionally, given the considerable efficiency gains we believe our turbine
will offer compared to existing open rotor wind turbines in use today, the
commercial applications for our Patents may not be limited to hydrogen and
could be of value in the wider wind energy generation sector. We will certainly
be exploring wider commercial applications for the Patents beyond HFI's
systems, potentially as an avenue for early cash flow generation."
Enquiries:
Hydrogen Future Industries plc
Daniel Maling +44 (0)20 3475 6834
David Ormerod
Vigo Consulting (Investor Relations)
Ben Simons +44 (0) 20 7390 0230
Peter Jacob
Cairn Financial Advisers LLP (AQSE
Corporate Adviser)
Ludovico Lazzaretti +44 (0) 20 72130 880
Liam Murray
Peterhouse Capital Limited (Broker)
Duncan Vasey +44 (0) 20 7469 0930
Inside Information
This announcement contains inside information for the purposes of the UK Market
Abuse Regulation and the Directors of the Company accept responsibility for the
contents of this announcement.
Caution Regarding Forward Looking Statements
Certain statements made in this announcement are forward-looking statements.
These forward-looking statements are not historical facts but rather are based
on the Company's current expectations, estimates, and projections about its
industry; its beliefs; and assumptions. Words such as 'anticipates,' 'expects,'
'intends,' 'plans,' 'believes,' 'seeks,' 'estimates,' and similar expressions
are intended to identify forward-looking statements. These statements are not a
guarantee of future performance and are subject to known and unknown risks,
uncertainties, and other factors, some of which are beyond the Company's
control, are difficult to predict, and could cause actual results to differ
materially from those expressed or forecasted in the forward-looking
statements. The Company cautions security holders and prospective security
holders not to place undue reliance on these forward-looking statements, which
reflect the view of the Company only as of the date of this announcement. The
forward-looking statements made in this announcement relate only to events as
of the date on which the statements are made. The Company will not undertake
any obligation to release publicly any revisions or updates to these
forward-looking statements to reflect events, circumstances, or unanticipated
events occurring after the date of this announcement except as required by law
or by any appropriate regulatory authority.
Appendix - Schedule of Patents
Title of Type of Jurisdiction Issue Patent No.
Invention Application (s) Date
U.S. Patent Filings WIND ENERGY U.S. U.S. N/A N/A
SYSTEM AND Provisional
METHOD FOR USING
SAME
WIND ENERGY U.S. U.S. 22/12/ 9217412
SYSTEM AND Nonprovisional 2015
METHOD FOR USING (utility)
SAME
WIND ENERGY U.S. U.S. 16/02/ 9261073
SYSTEM AND Nonprovisional 2016
METHOD FOR USING (utility)
SAME
WIND ENERGY U.S. U.S. 16/01/ 9869299
SYSTEM AND Nonprovisional 2018
METHOD FOR USING (utility)
SAME
PCT Patent Filings WIND ENERGY PCT
SYSTEM AND
METHOD FOR USING
SAME
WIND ENERGY PCT
SYSTEM AND
METHOD FOR USING
SAME
Foreign Patent WIND ENERGY National Stage Europe 13/07/ 2844868
Filings SYSTEM AND (under PCT/ 2016
METHOD FOR USING IB13/01158)
SAME
WIND ENERGY National Stage Europe 17/02/ 2844867
SYSTEM AND (under PCT/ 2016
METHOD FOR USING IB13/01037)
SAME
WIND ENERGY National Stage India
SYSTEM AND (under PCT/
METHOD FOR USING IB2013/001158)
SAME
WIND ENERGY National Stage India
SYSTEM AND (under PCT/
METHOD FOR USING IB2013/001037)
SAME
WIND ENERGY National Stage China
SYSTEM AND (under PCT/
METHOD FOR USING IB2013/001158)
SAME
WIND ENERGY National Stage China 30/10/ 201380030401.5
SYSTEM AND (under PCT/ 2018
METHOD FOR USING IB2013/001037)
SAME
WIND ENERGY National Stage Hong Kong 06/12/ HK1206805
SYSTEM AND (under PCT/ 2019
METHOD FOR USING IB2013/
SAME 001037); Hong
Kong
recordation of
Chinese Patent
Application
No.
201380030401.5
WIND ENERGY National Stage Hong Kong
SYSTEM AND (under PCT/
METHOD FOR USING IB2013/
SAME 001158); Hong
Kong
recordation of
Chinese Patent
Application
No.
201380030361.4
END
(END) Dow Jones Newswires
October 05, 2022 02:00 ET (06:00 GMT)
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