Majestic Corporation - Acquisition and Related Party Transaction

3 September 2024

Majestic Corporation Plc

(the "Company" or "Majestic")

Majestic Secures Conditional Acquisition of Telecycle Europe Limited

and Related Party Transaction

Majestic Corporation Plc ("AQSE:MCJ"), a sustainable circular economy solutions provider specialising in recycling precious and non-ferrous metals, is pleased to announce that it has entered into a Conditional Share Purchase Agreement ("SPA") to acquire the entire issued share capital of Telecycle Europe Limited ("Telecycle"), a specialist recycling business located in Deeside, UK (the "Acquisition") on delivery of a certain quantity of containers of recyclable materials by 31 December 2024. The total consideration for the Acquisition is up to £2 million, to be satisfied in cash.

Strategic Rationale for the Acquisition

The Acquisition of Telecycle aligns with Majestic's strategic goal to expand its presence in the UK, a market Majestic deems to present significant growth opportunities.

In 2021, the UK generated approximately 1.6 million tonnes of e-waste, highlighting the urgent need for effective recycling solutions. Telecycle, a profitable UK-based recycling business, has established a trusted supply source within the UK and currently acts as a tolling agent for Majestic. At present, Majestic sources some recyclable material on an arm's length basis with Telecycle, an existing affiliated company to the Company. By acquiring Telecycle, Majestic will secure a steady supply of recyclable material, expand its network of suppliers and customers, and eliminate any perceived conflicts of interest, thereby strengthening its market position. The latest unaudited financial statements for Telecycle Europe Limited was for the year ended 31 December 2023 reporting gross assets of £236k and profits after tax of £175k.

Acquiring Telecycle provides Majestic Corporation with an operational base for the Company to pursue its planned expansion in the UK and overall strategy, including:

●  A fully licensed and ISO-certified facility at Telecycle's Deeside plant providing a wholly-owned UK subsidiary for the Company's e-waste and collection, sorting, processing, and shipping operations.

●   Immediate revenue recognition for the year ending 31 December 2024 as Telecycle is integrated into the enlarged group on a consolidated income statement basis.

●  The Company believes the acquisition will provide operating efficiencies, which will lead to improved margins for both businesses.

●    An opportunity to reduce the UK's supply chain waste of critical and precious metals, including lithium,   gold, cobalt, copper, and nickel.

●   The enhancement of relationships with UK suppliers is anticipated to help grow the Company's UK    recycling volumes.

Terms of the Conditional Acquisition

The consideration for the Acquisition includes an initial payment of £150,000 30 days from completion of the Acquisition, followed by monthly payments of £150,000 and a final payment of £50,000. The consideration is subject to adjustment if the number of containers dispatched from Telecycle to Majestic falls below a pre-agreed level by December 2024. Additionally, cash payments may be replaced by convertible loan notes under certain circumstances, with further announcements to be made if applicable. The SPA includes customary warranties, covenants, and conditions, with the completion of the Acquisition contingent on meeting these conditions and the successful completion of due diligence.

Related Party Transaction

As Peter Lai is a Director and 71.85% shareholder of Majestic, as well as a Director and the sole shareholder of Telecycle, this Acquisition is considered a related party transaction under the Aquis Stock Exchange Rules. Having exercised reasonable care, skill and diligence, the Directors of Majestic (excluding Peter Lai) deem the terms of the SPA to be fair and reasonable for Majestic's shareholders and an accretive acquisition for Majestic.

Peter Lai, Executive Chairman of Majestic Corporation Plc, commented:

"We are delighted to have conditionally agreed to acquire Telecycle and expand our UK operations. The UK market's commitment to sustainability and recycling makes this Acquisition a crucial driver for future growth. We look forward to integrating Telecycle into Majestic and updating shareholders on our progress."

-Ends-

For further information, please visit www.majestic-corp.com, or contact:

About Majestic Corporation PLC

Majestic Corporation PLC is an emerging leader in sustainable circular economy solutions, specialising in recycling and recovering precious and base metals from everyday materials such as electronics, catalytic converters, and solar and battery materials. The company serves some of the world's largest brands, including Original Equipment Manufacturers (OEMs), blue-chip multinational corporations, financial and leasing businesses, and state and federal governments.

Through its subsidiaries and affiliate companies in strategically located regions, including the United Kingdom, the United States, Malaysia, Australia, and Italy, Majestic procures, processes, and ships e-waste to smelter and refinery partners who extract precious and base metals for re-entry into global supply chains.

Majestic's areas of focus include catalytic converters, printed circuit boards, solar panels, battery materials, precious metals recovery, and non-ferrous metals.

As Majestic continues to expand its footprint as a circular economy solutions provider, it remains committed to making a positive environmental impact, adhering to ESG values, and driving its business model through immediate and short-cycle cash flow, which strengthens the Company's performance and sustainability.