PRESS RELEASE

Bleijswijk, the Netherlands, 14 July 2022

NSE explores cooperation with investment company Energy Concepts

  • Investment company wants to acquire up to 30% of the shares
  • Potential placement of convertible loan
  • Retirement Non-Executive Director J.J.H. Verkleij

New Sources Energy N.V. ("NSE") announces that it is holding exploratory talks with investment company Energy Concepts Holding BV ("Energy Concepts") about a potential narrow cooperation. The cooperation with Energy Concepts fits within NSE's strategy of investing in activities that are an extension of its current core activities, namely developing, operating and investing in projects aimed at sustainable energy generation.

Acquiring shares

As part of the cooperation, Energy Concepts intends to acquire up to a maximum of 30% of the outstanding shares of NSE. The number of outstanding NSE shares amounts to 59,751,066 ordinary shares. Energy Concepts has obtained a call option for 6 million shares from the current indirect shareholder, G. Tóth, who holds an interest of approx. 27.9%. IF and when the option is exercised, G. Tóth's interest will decrease to approx. 18%. As part of the agreement, the voting rights for these 6 million NSE shares will be transferred to Energy Concepts during the term of the call option. In addition, Energy Concepts will enter into discussions with 8 minority shareholders holding a total interest of approx. 20% about the potential acquisition of the shares held by them.

Convertible bond

NSE is investigating the possibilities of placing a convertible bond loan with Energy Concepts of up to EUR 600,000 in order to strengthen its working capital and to make investments in new energy and related technology. The conversion price for the to be issued shares was agreed to be EUR 0.05 per share, based on the share price of 8 July 2022.

Warrants

Another element in the framework of the intended cooperation is the grant of 18 million warrants to Energy Concepts, subject to approval by NSE's shareholders. Each warrant entitles the holder to acquire one NSE share at a price of EUR 0.10 per share, during a period of 18 months following approval.

Next steps

NSE will convene an Extraordinary General Meeting of Shareholders (EGM) to discuss the cooperation and obtain the necessary approvals. At this EGM, a candidate will be nominated, in collaboration with Energy Concepts, to fill the vacancy of Executive Director, created by the recent retirement of Mr G.J. Houweling. In addition, a candidate will be nominated as a Non-Executive Director. Current Non- Executive Director, Mr J.J.H. Verkleij, who has been a member of the NSE Board since 17 June 2018, will step down due to reaching the age of 80.

At this moment, no assurance can be given that the exploratory talks will lead to the intended cooperation and the placement of the convertible bond. Further announcements will be made if and when there is reason to do so.

About New Sources Energy NV

NSE's mission is to contribute to the development and exploitation of sustainable energy for future generations.

NSE wants to achieve its mission by means of new activities which are preferably an extension of the previously developed activities, namely the development, operation and investment in projects in which energy is generated in a sustainable manner. New Sources Energy achieves this by working on a balanced, diversified portfolio, both geographically and technically.

-End of press release

For further information NSE:

Mr C.J.P.M. van der Maarel

Mobile +31 6 54 91 69 10

For further information Energy Concepts:

Mr. J. Kleyn

Mobile +31 6 51 28 93 01

This is a public announcement of New Sources Energy pursuant to Article 17, paragraph 1 of the European Market Abuse Regulation (596/2014). This public announcement does not contain an offer, or an invitation to make an offer, to buy or offer securities in New Sources Energy.

Attachments

  • Original Link
  • Original Document
  • Permalink

Disclaimer

New Sources Energy NV published this content on 14 July 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 14 July 2022 16:23:08 UTC.