Time To ACT PLC - Results of equity fundraise and conversion of debt

THIS ANNOUNCEMENT AND THE INFORMATION HEREIN (THE "ANNOUNCEMENT") IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE, TRANSMISSION, DISTRIBUTION OR FORWARDING DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, TRANSMISSION, RELEASE, DISTRIBUTION OR FORWARDING WOULD BE UNLAWFUL. THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY.

FURTHER, THIS ANNOUNCEMENT IS MADE FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR SOLICITATION TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE SHARES IN QUADRISE PLC IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.

THE SECURITIES DISCUSSED HEREIN ARE NOT AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, UNLESS REGISTERED UNDER THE SECURITIES ACT, OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT. NO PUBLIC OFFERING OF THE SECURITIES DISCUSSED HEREIN IS BEING MADE IN THE UNITED STATES AND THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE AN OFFERING OF SECURITIES FOR SALE IN THE UNITED STATES AND THE COMPANY DOES NOT CURRENTLY INTEND TO REGISTER ANY SECURITIES UNDER THE SECURITIES ACT.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF EU REGULATION 596/2014 AS IT FORMS PART OF DOMESTIC LAW IN THE UNITED KINGDOM BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMENDED). UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION WILL BE CONSIDERED TO BE IN THE PUBLIC DOMAIN.

19 May 2025

Time To ACT plc

("Time To ACT", "the Company" or "the Group")

Results of equity fundraise, conversion of debt and issue of equity

Time To ACT plc (AQSE: TTA), an engineering-led group focused on technology for the energy transition supply chain, is pleased to announce the successful result of the Subscription announced on 15 May 2025 (the "Launch Announcement").

The Company has raised £274,000 through the issue of 685,000 New Ordinary Shares, at a price of 40p per share.

Chris Heminway, Executive Chairman, Time To ACT said: "We are very pleased to welcome our first AIM VCT investor onto our register at this highly attractive price level. We look forward to delivering value for our new and existing shareholders."

Conversion of debt

In addition to the Equity Fundraise, certain holders of existing loan notes with the Company have opted to convert a portion of their existing loans and accumulated interests, amounting to £60,618.94, into 151,546 new ordinary shares of £0.01 each in the Company ("Conversion Shares") at the price of 40p per share.

Related party transaction

Chris Heminway, the Executive Chairman of the Company, has subscribed for 50,000 Subscription Shares amounting to £20,000 through his wholly owned company, Hephaestus Cleantech Limited.  Upon Admission, Chris Heminway is expected to hold an interest in 37.80 per cent of the Company's Ordinary Shares. This is a related party transaction pursuant to Rule 4.6 of the AQSE Growth Market Access Rulebook (the "Transaction"). The Directors of the Company, independent of the Transaction confirm that, having exercised reasonable care, skill and diligence, the Transaction is fair and reasonable insofar as the shareholders of the Company are concerned.

Admission and dealings

The New Ordinary Shares and the Conversion Shares will rank pari passu in all respects with the existing ordinary shares of the Company. An application will be made for the New Ordinary Shares and the Conversion Shares to be admitted to trading on AQSE ("Admission") and it is expected that Admission will take place on, or around Thursday, 22 May 2025.

The New Ordinary Shares and Conversion Shares will be in registered form and will be capable of being held in either certificated or uncertificated form (i.e. in CREST). Accordingly, following Admission, settlement of transactions in the Subscription Shares and the Conversion Shares may take place within the CREST system.

The New Ordinary Shares and Conversion Shares will be issued and allotted under the Company's existing authorities.

Total voting rights

Following Admission, the issued share capital of the Company is now 14,805,016 Ordinary Shares. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interests in, or change to their interest in, the Company under the FCA's Disclosure and Transparency Rules.

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. Unless otherwise defined herein, capitalised terms used in this announcement have the meanings given to them in the Launch Announcement.

Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them.

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About Time To ACT plc

Time To ACT plc is an engineering-led group focused on technology for the energy transition supply chain. It currently has two principal operating businesses: Diffusion Alloys and GreenSpur. As the parent company of the Group, Time To ACT provides strategic and operational support to the operating companies and capital to enable their growth.

About Diffusion Alloys 

Diffusion Alloys supplies diffusion coatings. A diffusion coating is an intermetallic layer that protects metal components from degradation at high temperatures and in highly corrosive environments, such as those found in hydrogen and nuclear energy generation.

Diffusion Alloys has joined forces with Johnson Matthey plc, the market leaders in synthesis gas ("syngas") with a significant pipeline of Blue Hydrogen projects, to scale-up production and address the increasing demand for low carbon hydrogen used to reduce global carbon emissions.

In addition to working for numerous historic and existing customers, the Directors believe that Diffusion Alloys is the only credible diffusion coater in the world for blue hydrogen components, has already been coating in volume for a leading European vendor in the green hydrogen space and is also in pre-commercial discussions with new cleantech equipment manufacturers.

Diffusion Alloys has two distinct areas of focus:

·    Coating Technology: Selling technical excellence in coating capability supported by the concept of "flexible capacity" - the ability to provide customers with capacity wherever they need it, whether for the coating of Large Parts or Small Parts.

·    Coating Services: Plant-led coatings business centred on its Middlesbrough site.

About GreenSpur

GreenSpur is an intellectual property creator and generator designer that has developed a credible solution for renewable energy applications to the Rare Earth magnet problem.

Magnets constructed using Rare Earth Elements (REEs) are fundamental components in electrical generators and electric vehicle motors which are critical to delivering the clean energy transition. However, there are substantial supply chain constraints and risks in the sourcing of REEs that are needed for these magnets.

GreenSpur's generator design eliminates the need for Rare Earth magnets and copper coils without any loss in electrical performance.