EnviroMission has signed an agreement with Q Analytica to form a joint venture that will operate to commercialise EnviroMission’s Solar Tower renewable energy technology in the Middle East and North Africa region.
The JV will provide EnviroMission with active involvement in Solar Tower development in the region and earn for EnviroMission a capital injection of US$1.5 million from the placement of EnviroMission shares with QA, a US$3 million development rights licence fee, an annual royalty and technology fee, and equity in all entities formed by QA for Solar Tower development under the licenced development rights.
QA will subscribe and pay for a placement of EnviroMission shares at a price equal to the higher of the AUD equivalent amount of US$0.20 cents and the current market price, to the AUD equivalent of US$1.5 million cash to EnviroMission by November 30, 2015.
EnviroMission will grant the licence for Solar Tower development rights in the MENA region to QA on an exclusive basis after QA pays EnviroMission an initial, non-refundable, development fee of US$3 million by December 15, 2015.
EnviroMission will also be granted two board positions and a free, carried, 21% shareholding in each JC company formed with QA for Solar Tower development in the region. This shareholding will never be diluted below 15%.
EnviroMission will receive an annual royalty and technology fee in US Dollars of an amount equal to the greater of 1% of the total capital expenditure, including finance and development costs, and 10% of gross annual revenue earned that year.
Following execution of final agreements and on receipt of the US$3illion development fee, EVM will issue to QA, 10,000,000 options for shares in EVM at a strike price of A$0.30 per share with an expiry date of 15 September 2016.
“This agreement describes the terms of a Solar Tower development Joint Venture for the Middle East and North Africa that will accelerate EnviroMission’s disruptive energy technology into that market to provide reward for participants while maintaining EnviroMission’s proprietorship of all Solar Tower Intellectual Property,” said Roger Davey, EnviroMission Chairman.