ASP Isotopes enters agreement relating to potential Renergen acquisition

ASP Isotopes (ASPI) entered into an agreement relating to the potential acquisition of Renergen, a South African public company producing Helium and LNG. ASP Isotopes, following the acquisition of Renergen, will benefit in a number of key aspects from a shared focus on critical and strategically important materials. Renergen is expected to become a global leader in liquid helium production, one of the most sought-after critical minerals globally. Renergen’s key asset is the Virginia Gas project, where Helium concentrations are more than 10x the global average. This project has benefited from $40M of US government funding pursuant to a finance agreement with the U.S. International Development Finance Corporation and is expected to further benefit from an additional $500M of senior debt funding from U.S. DFC and a $250M debt facility from Standard Bank SA to expand plant production capacity in South Africa. The U.S. DFC partners with the private sector to advance U.S. foreign policy and strengthen national security by mobilizing private capital around the world. The Combination is expected to create a vertically and horizontally integrated supply chain potentially lowering isotope enrichment costs by 96% versus current cash costs.The transaction is expected to be highly accretive to ASPI’s revenue, EBITDA, earnings per share and cash flow per share during 2026. The goal of the combined group is to generate over $300M in EBITDA in 2030, which is expected to be driven by a mix of isotopes, helium and LNG sales into the South African energy market, based on management’s current estimates, expectations and assumptions regarding the execution on ASP Isotopes’s and Renergen’s businesses strategies. There will be significant end-market synergies. There is expected to be significant end customer overlap with the combined group servicing the semiconductor industry, medical industry, energy and space exploration. ASP Isotopes should also benefit from Renergen’s existing customer network in industrial gases significantly increasing sales targets.It is anticipated that there will be additional substantial synergies, as much of the corporate infrastructure that ASP Isotopes expected to create during 2026 already exists at Renergen. The combined group’s headquarters will relocate to Austin, Texas, with close proximity to many of the combined group’s customers. The combined group will help the U.S. secure supplies of critical and strategically important materials vital in many end markets which enable tomorrow’s megatrends, such as quantum computing and advanced semiconductors. The Combination is expected to be implemented by ASP Isotopes acquiring Renergen pursuant to a South African scheme of arrangement, under which Renergen shareholders will receive 0.09196 new ASP Isotopes shares for each Renergen share held on the record date. If the Scheme is not implemented, solely due to one or more of the Scheme conditions not being fulfilled or waived, then ASP Isotopes will make a general offer to Renergen shareholders to acquire 100% of the issued share capital of Renergen. The total share consideration will not exceed 14,270,000 shares of ASP Isotopes common stock. The Combination is expected to result in Renergen shareholders owning approximately 16% of the combined group. Should the Scheme become operative, Renergen will become an operating subsidiary of ASP Isotopes and continue to be led by the current management team with significant operational and project management support from ASPI’s management, engineering and R&D teams. On completion, ASP Isotopes will have a listing on the Nasdaq Stock Exchange, as well as an inward secondary listing on the Main Board of the Johannesburg Stock Exchange. Renergen and ASP Isotopes have obtained irrevocable undertakings from Mazi Asset Management and other Renergen shareholders, and from the directors of Renergen who hold Renergen shares, to vote in favour of the resolutions required to approve and implement the Combination. These irrevocable undertakings are in excess of 35% of Renergen’s outstanding shares. These irrevocable undertakings remain binding if a competing proposal is made to Renergen, but cease to be binding from the date on which the Combination lapses or is withdrawn in accordance with its terms. The Combination will be subject to the full terms and conditions that will be set out in the shareholder circular to be published by Renergen in due course. Implementation of the Scheme is subject to Renergen shareholder approval and relevant regulatory approvals in various jurisdictions. It is currently expected that, subject to the satisfaction or waiver of the conditions, the Renergen shareholder meeting will be held in June 2025 and the Combination will be completed during the third quarter of 2025. None of Renergen’s existing debt or future debt is expected to have any recourse to ASP Isotopes and is secured on Renergen’s assets. ASP Isotopes has entered into a term sheet with institutional debt investors relating to a potential investment of an aggregate of $30 million of debt. Should this debt financing be completed, the proposed Combination should have a minimal impact on ASP Isotopes’s current cash position. Stefano Marani, CEO of Renergen, will become ASP Isotopes’ CEO of Electronics and Space, based in Austin, Texas and he will join the board of directors of ASP Isotopes. Paul Mann will remain Executive Chairman and CEO of ASP Isotopes.