Path Investments plc (LON:PATH), the energy and natural resources investment company, has announced certain updates regarding the Company’s proposed acquisition of the patented proprietary technology, DT Ultravert.
Acquisition of 25% of DT Ultravert from Diversion Technologies LLC
The Company is pleased to announce that it has entered into a binding agreement with Diversion Technologies LLC (“DTL”) to acquire its 25% ownership of DTU, together with all associated applications and trademarks.
The consideration for the Transaction will be satisfied by the issue by Path to DTL of 10,000,000 new ordinary shares in the Company, together with 5,000,000 warrants to subscribe for ordinary shares in Path at any time following completion at an exercise price of 1.5 pence per share.
Completion of the Transaction is subject to the publication of a prospectus by Path prepared in accordance with the Prospectus Regulation Rules made under section 73A of the Financial Services and Markets Act 2000 (as amended) and approved by the UK Financial Conduct Authority under section 87A of Financial Services and Markets Act 2000 (as amended) and readmission of Path’s ordinary shares to the standard segment of the Official List maintained by the Financial Conduct Authority, and readmission to trading on the Main Market of the London Stock Exchange.
Update on the Acquisition of 75% of DT Ultravert and the Kansas Land Leases from Zoetic International plc
With the announcement today of our conditional acquisition of the remaining 25% of DTU, Path is pleased to reiterate its binding agreement with Zoetic International plc (“Zoetic”).
The consideration for the acquisition of the other 75% of DT Ultravert and the Kansas Land Leases will be satisfied by the issue by Path to Zoetic of 15,000,000 warrants to subscribe for ordinary shares in Path at any time from the first to the third anniversaries following completion at an exercise price of 0.75 pence per share, together with 15,000,000 warrants to subscribe for ordinary shares in Path at any time from the first to the third anniversaries following completion at an exercise price of 1.5 pence per share.
Additionally, Path has agreed to pay, in perpetuity, to Zoetic a royalty equal to 6% of all gross revenues derived from its former 75% holding in DTU, accruing from receipt of first revenues, although not payable until 12 months thereafter. Royalty payments will be settled quarterly, with payments being made at the end of the quarter in which Path earns revenue. For the avoidance of doubt, Path has no obligation to make a payment to Zoetic unless it has received the revenue payment from its own customers.
Royalty payments due until the fifth anniversary of completion, at Path’s discretion, may be settled as to 50 per cent. by the issue of new ordinary shares in Path, in which case the value of those ordinary shares will be based on the volume weighted average price over the 10 business days prior to the date of issue. Thereafter payments due will be settled in cash.
Zoetic will enter into an orderly marketing agreement in respect of the new ordinary shares of Path issued as consideration and any exercise of warrants for a period of 12 months from the date of completion.
Completion of the acquisition from Zoetic is subject to a number of items, including the publication of a prospectus by Path prepared in accordance with the Prospectus Regulation Rules made under section 73A of the Financial Services and Markets Act 2000 (as amended) and approved by the UK Financial Conduct Authority under section 87A of Financial Services and Markets Act 2000 (as amended) and readmission of Path’s ordinary shares to the standard segment of the Official List maintained by the Financial Conduct Authority, and readmission to trading on the Main Market of the London Stock Exchange.
Commenting, Christopher Theis CEO of Path Investments, said: “We are delighted to have agreed the acquisition of the remaining 25% of DTU, together with all associated applications and trademarks from Diversion Technologies LLC. Together with our acquisition of the 75% holding by Zoetic International plc, announced on 27 May 2020, this important transaction brings into our ownership 100% of the DTU technology.
“We are excited by the opportunities that 100% ownership of the technology brings to Path, and we believe we are well positioned to be able to exploit this exciting technology to ensure that its commercial benefits are maximised. As a re-fracking well stimulation and protection technology, DTU is a potentially more effective and cheaper method to stimulate and protect conventional and unconventional formations, together with providing environmental benefits.”
