Ncondezi Energy Limited (Ncondezi or the Company) announced the signing of a term sheet with binding exclusivity (Term Sheet) between Ncondezi's wholly owned renewable energy subsidiary, Ncondezi Green Power (NGP) and Nesa Capital (Pty) Ltd. (Nesa Capital) and Nesa Engineering (Pty) Ltd. (Nesa Engineering) (collectively NESA) detailing the proposed formation of a new joint venture company (JVCo) to create a leading regional Southern African champion in the Commercial and Industrial (C&I) renewable energy and storage sector: NESA comes with an experienced management team with a proven track record developing and managing a 15.5MWp solar PV plus 0.2MWh battery storage C&I portfolio across 66 sites in South Africa (the NIH Portfolio). Term Sheet key highlights: Outlines proposed structure to create a regional champion in the southern African C&I renewable energy sector; Provides NGP and NESA mutual exclusivity until 30 November 2021 to form JVCo and raise capital for its activities; and Outlines the plan for JVCo to acquire a controlling stake in the NIH Portfolio, currently under separate ownership by Nesa Investment Holdings (NIH). JVCo to be a newly incorporated company with assets from NGP and NESA, including: NGP's 400kWp solar PV and 0.9MWh battery storage project currently under construction; NGP's project pipeline in Mozambique; NESA's C&I renewable energy management team; NESA's EPC business; and NESA's pipeline in South Africa. The term sheet provides that NGP will acquire a minimum 40% equity stake in JVCo pre new equity capital with various options to increase its equity stake subject to certain terms. NESA, NIH and NGP have entered into a binding agreement granting NESA and NGP exclusive rights to negotiate terms on which they would acquire, through the proposed JVCo, a minimum 51% interest in the NIH Portfolio by 30 November 2021 with a subsequent option to acquire up to 100% within a 5 year period. Following the proposed capital raise and transaction, JVCo will have a combined operational portfolio of 15.9MWp solar PV and 1.1MWh battery storage across 67 sites in South Africa and Mozambique, subject to funding and acquisition of the NIH Portfolio - Projected CO2 savings up to 22,000t per annum and Projected USD 40m in contracted EBITDA with average contract life of 17 years. Current combined project pipeline of JVCo if successfully implemented would lead to 94.5MWp solar PV and 13.5MWp battery storage across a further 47 potential sites - Potential CO2 savings up to 130,000t per annum. The board announced that discussions regarding capital raising are already underway targeting a fund-raise directly into JVCo for working capital purposes and towards its acquisition and long term growth strategy: Non-binding offers have been received from multiple parties to provide equity funding into JVCo; Term sheets have been received from debt providers to leverage the combined operational portfolio; and JVCo capital structure expected to be finalised in third quarter of 2021. Optimal ownership structure for the Company's coal baseload and renewable energy projects are being reviewed given changing investor appetite for renewable versus fossil fuel projects.