Proposed Transformational Acquisition

Hydrogen Utopia International PLC, a company specialising in turning non-recyclable mixed waste plastic into hydrogen and other carbon-free fuels, new materials or distributed renewable heat, is pleased to announce that heads of terms have been signed for the acquisition of the entire issued share capital of a substantial and profitable international bio-energy company involved in the production and business of biofuels and its bi-products ("Target"), with revenues in excess of EUR 365m and profits before taxes in excess of EUR 40m according to the latest unaudited consolidated accounts to 31 December 2022 ("Proposed Acquisition").

It is the Board's current understanding that the Target owns land in Europe with substantially all permits and authorisations required for the rollout of a waste plastic to hydrogen facility ("HUI Facility") and it will be a condition of the Proposed Acquisition that the land be made available to HUI on completion together with funds to prove the concept of a HUI Facility at a commercial scale.

The Target owns a number of operational plants in different jurisdictions, providing an opportunity to enlarge HUI's current international project pipeline.

The Board believes the Proposed Acquisition to be a strong strategic fit in line with HUI's objectives and to offer a transformational value-creating opportunity for HUI shareholders.

The price for the Target will be approximately £500m subject to due diligence and an independent valuation and will be satisfied in part by the issue of new ordinary shares in HUI to the Target's shareholders in exchange for the entire issued share capital of the Target. Subject to due diligence, the value of the new HUI ordinary shares will be £0.09. In addition, the parties will agree a structure whereby existing HUI shareholders will each receive at completion 3p cash for every share in HUI that they hold.

In the event that the technology used by HUI within three years of the date of the first hydrogen facility site being "shovel ready" ("First Site Date") meets criteria to be agreed between the parties ("Criteria Satisfaction Date"), each HUI shareholder as at the date of the Criteria Satisfaction Date, shall receive an additional 2 ordinary shares in the re-admitted company for each share held on the Criteria Satisfaction Date.

The parties have agreed to a mutual termination fee of £200,000 should either party withdraw from the Proposed Acquisition in the next 4 months without good reason arising from the due diligence process.

The Proposed Transaction is subject to satisfactory due diligence, fulfilment of certain conditions and the execution of a legally binding share purchase agreement and shareholder agreement. The Proposed Acquisition is further subject to, amongst other things, any third party, regulatory approvals for the Proposed Transaction including in particular pursuant to the Listing Rules and the Prospectus Rules. The Proposed Acquisition will also be conditional on the approval of a waiver of Rule 9 ("Rule 9 Waiver") of the City Code on Takeovers & Mergers by the Panel on Takeovers & Mergers ("Panel") and the independent shareholders of HUI, voting on a poll, in a general meeting. To obtain approval from the Panel, HUI is required to submit a draft shareholder circular to the Panel containing all information required by the Panel in relation to the Rule 9 Waiver.

The Proposed Acquisition constitutes a reverse takeover for the purposes of the Listing Rules with the intention that HUI applies to retain its listing on the Standard Segment of the London Stock Exchange on completion. HUI will seek shareholder approval and re-admission of its ordinary shares and admission of its new ordinary shares upon completion to the standard listing segment of the Official List of the Financial Conduct Authority and to trading on the main market for listed securities of the London Stock Exchange. HUI will, in due course, convene a general meeting to seek approval of the Proposed Acquisition and publish a prospectus.

There can be no guarantee at this stage that the Proposed Acquisition will complete nor as to the final terms of the Proposed Acquisition.

The Company will make further announcements in due course, as appropriate.

Aleksandra Binkowska, CEO of Hydrogen Utopia International PLC, commented: "I have explored numerous potential opportunities for the roll out of a waste plastic to hydrogen facility over the last 3 years. I am delighted to announce that my search has now been successful. HUI is to become part of a larger, international bio-fuels specialist, whose mission is aligned with HUI's. These heads of terms mark the beginning of a journey to build the first plastic waste to hydrogen facility in the world and will enable HUI to deliver on its promise to shareholders."