EQTEC PLC - Company update, Board changes and Funding

24 October 2025

EQTEC plc

("EQTEC" or the "Company")

Leadership Changes and Costs Optimisation

Suspension of Rebel Ion Option Agreement and new Funding Facility

EQTEC plc (AIM:EQT), a provider of proprietary syngas technology and engineering services for clean conversion of waste into sustainable energy and biofuels, announces a series of leadership and Board changes and cost optimisation initiatives, together with the suspension of the Rebel Ion Option Agreement and its replacement with a new funding facility.

Highlights

·    Board restructuring: Ian Pearson, Tom Quigley and Dr Yoel S. Alemán Méndez step down from the Board. Dr Alemán remaining as CTO.

·    Executive realignment:

4 David Palumbo transitions to Executive Chairman, now based in the UAE to lead strategic capital formation and partnerships.

4 James Parsons appointed to the board as CEO, bringing AIM-market, operational experience and energy leadership credentials.

4 Gerry Madden appointed non-board CFO and Company Secretary, reinforcing capital discipline.

·    Cost optimisation underway: Spanish, UK and French operations streamlined in H2 2025, which will deliver up to €1.5 million annualised savings versus 2024. Lean structure aligns with project-driven scalability.

·    Near-term priorities: Cost optimisation, stabilising operations at reference plants in Greece, Italy and USA, and revenue expansion.

·    Funding update: Option Agreement with Rebel Ion suspended and alternative funding secured via new up to £1.5 million facility to support working capital. Initial drawdown of £300,000 being made immediately.

·    Rebel Ion is actively progressing the acquisition of the Company's secured debt to further align long-term capital support with EQTEC's growth strategy.

Strategic Context

EQTEC is implementing a company-wide reset toward capital efficiency and execution maturity. The decision follows challenging sector-wide conditions and extensive internal review. The new leadership structure streamlined operations and realigned funding strategy mark the beginning of a disciplined growth phase focused on delivering revenue and long-term shareholder value.

Leadership changes

As part of the reorganisation of the Group, Non-Executive Chairman Ian Pearson and Non-Executive Director Tom Quigley have agreed with the Company to step down from the Board with immediate effect.  The Board wishes to thank Mr Pearson and Mr Quigley for their support and commitment to the Company and wish them well for their future endeavours.

EQTEC's executive team is undergoing a strategic realignment. David Palumbo is assuming the role of Executive Chairman, transitioning from his previous role as CEO. As part of this change, David has relocated to the Middle East to strengthen EQTEC's presence and deepen relationships with key strategic partners and investors in the region. This move reflects the Company's belief that it has unique access to significant pools of capital in the MENA region, which will be critical to supporting its next phase of growth.   

James Parsons joins EQTEC with immediate effect as Chief Executive Officer and Executive Director. A seasoned energy sector executive, James brings a wealth of experience in energy operations, corporate leadership, capital markets and strategic transactions, particularly within the AIM environment. He has a proven track record of managing and executing complex projects, securing capital for high-growth ventures, and originating value-enhancing asset acquisitions. His appointment marks a key step in strengthening EQTEC's leadership team as the Company enters a new phase. 

Gerry Madden will join EQTEC as Company Secretary and non-board Chief Financial Officer. Gerry previously served as EQTEC's Finance Director from December 2017 to July 2021, during which time he played a pivotal role in shaping the Company's strategic financial framework. He brings over 30 years of experience as a Director, Advisor, CEO, and senior Finance Professional, with a strong track record of leadership at board level. His strategic insight and financial leadership will be instrumental as EQTEC executes this next chapter.

Dr. Yoel S. Alemán Méndez will step down from the Board with immediate effect but continue as Chief Technical Officer focused on maintaining EQTEC's technical leadership, ensuring the delivery of engineering services to customers and advancing the Company's capabilities in synthetic fuel and chemical applications.

The restructured Board now comprises Mr. Palumbo as Executive Chairman, Mr. Parsons as CEO, and Brian Cole as Independent Non-Executive Director. The Company is actively seeking 2 additional Non-Executive Directors.  In the interim, Brian Cole is acting as senior Independent Non-Executive Director.

Immediate Strategic Priorities

EQTEC's leadership has established three immediate strategic imperatives: structurally reducing its cost base, stabilising operations at reference plants in Greece, Italy, and the USA, and expanding its revenue base. These priorities are central to the Company's renewed focus on execution maturity, capital efficiency, and IP-driven revenue growth.

Reduction in the cost base has been actioned leading to the downsizing of operations in Spain, the UK and France resulting in a reduction in rent cost and related establishment expenses. Rationalisation of the workforce in Spain is completed resulting in a reduction in average full-time employees from 17 to 7.

Funding

On 1 June 2025, the Company entered into an option agreement (the "Option Agreement") under which Rebel Ion Limited (formerly Compact WTL Tech Limited) granted EQTEC the right, at the Company's sole discretion, to require Rebel Ion to subscribe for new Ordinary Shares up to a maximum subscription of £1.5 million. To date, £0.25 million has been subscribed under the Option Agreement. The Company was on 23 October 2025 formally notified that Rebel Ion has decided to suspend further subscriptions under the Option Agreement, should they be requested by the Company. The Company was informed that this decision is the result of an ongoing review by Rebel Ion and its advisors into any regulatory implications of the recent ownership changes of Rebel Ion. The Company is considering its position in relation to the Option Agreement. To preserve his independence as a Director of the Company, David Palumbo, prior to notification, resigned from his role as a Director of Rebel Ion Limited on 23 October 2025.  As previously announced, Rebel Ion in the process of taking full ownership of the Company's secured debt.

EQTEC has proactively sought alternative financing and therefore now announces a new funding facility of up to £1.5 million (the "Facility) provided by the Company's sole broker, Global Investment Strategy UK Limited ("GIS"), with an immediate drawdown of £300,000.

Proceeds from the Facility will be directed toward supporting ongoing working capital requirements with further drawdowns also advancing the development and commercialisation of EQTEC's integrated intellectual property as a platform for Waste-to-Liquids ("WtL") technologies, enabling the Company's entry into the fast-growing synthetic fuels sector. While the Company is reliant on further Facility drawdowns, it is confident these will be available or that it will be able to access alternate sources of financing if required.

Facility

The Company has entered into a new unsecured convertible loan facility agreement for up to £1.5 million (the "Facility") to be provided by GIS (the "Lender") with an initial advance of £300,000 to be received by the Company on or around 24 October 2025 (the "First Tranche").

The following are the principal terms of the Facility:

·    The Lender will advance a "First Tranche" of £300,000.

·    The Company and the Lender may mutually agree to draw down further tranches of the New Funding Facility (the "Tranches") as follows:

o  in an amount of up to £200,000 at least one calendar month after the draw down of the First Tranche;

o  in four further Tranches of up to £250,000 each, in each case at least one calendar month after the last Tranche has been drawn down and following the drawing down of the First Tranche; 

·    The Company will repay the Facility and all interest, charges and fees on it in cash in full on 23 October 2026 (the "Repayment Date") to the extent it is not already deemed repaid or converted.

·    The Company will pay interest at a rate of 10% per annum which will accrue from the date of draw down until the earlier of conversion or repayment. Any interest due is rolled up and becomes payable on the earlier of the Repayment Date or conversion.

·    Commencing from the date of the agreement the Lender may convert any portion of a Tranche into Ordinary Shares at a conversion price which is equal to 85% of the average closing bid price of an EQTEC ordinary share ("Ordinary Share") for each of the five consecutive trading days immediately prior to the date of each relevant conversion notice (the "Conversion Price").

·    A draw down fee of 10% of any Tranche is payable by the Company in fully paid Ordinary Shares at the Conversion Price applicable as if the Lender had issued a conversion notice in respect of such fees, at the date of the relevant drawdown.  The drawdown fee in respect of the first tranche is being settled through the issue of 7,639,419 new Ordinary Shares at the Conversion Price ("First Tranche Fee Shares").

Admission and Total Voting Rights

Application will be made to the London Stock Exchange for admission of the 7,639,419 First Tranche Fee Shares to be admitted to trading on AIM ("Admission"). It is expected that Admission will become effective and that dealings in the new Ordinary Shares on AIM will commence at 8.00 a.m. on or around 31 October 2025.

 The First Tranche Fee Shares will rank pari passu in all respects with the Company's existing Ordinary Shares.

Following Admission, there will be 648,296,557 Ordinary Shares in issue. The Company holds no Ordinary Shares in Treasury. This number may be used by shareholders as the denominator for the calculation by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.

This announcement contains inside information as defined in Article 7 of the EU Market Abuse Regulation No 596/2014, as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended, and has been announced in accordance with the Company's obligations under Article 17 of that Regulation.

David Palumbo, Executive Chairman

"Today marks the start of a new chapter for EQTEC: more resilient, more focused, and more intentionally structured for both current market conditions and long-term value creation. We are transitioning into a leaner, execution-focused organisation that is better aligned with the realities and opportunities of our sector. I want to express my deep gratitude to Ian Pearson and Tom Quigley, who have served with distinction through both great highs and challenging lows. Their unwavering commitment, strategic insight, and willingness to both support and challenge the executive team have been invaluable. As we embark on this next phase, we carry forward the lessons and strengths forged during their tenure."

Ian Pearson, departing Chairman, commented:

"It has been a privilege to serve as Chairman of EQTEC during a time of profound transformation and innovation. The Company's mission to provide sustainable energy solutions through world-class technology has never been more relevant. I leave confident in the new leadership team and their strategic vision. EQTEC's foundation of intellectual property, global partnerships, and a renewed operational focus give me great hope for its future. I will watch with interest and optimism as EQTEC continues to grow its impact in the energy transition."

James Parsons, Incoming CEO, commented:

"I am delighted to join EQTEC at this critical inflection point, one that calls for sharper execution, tighter discipline, and a renewed focus on commercial outcomes. The team has built a strong platform of proprietary technology and unique expertise alongside a global customer pipeline. My immediate priority is to bring operational rigour, cost focus and capital efficiency to everything we do, while positioning EQTEC to capture the growing demand for sustainable, waste-to-value solutions particularly in synthetic fuels.  There's real potential here, not just in the technology, but in the talent and tenacity of the people behind it and the revenue it can generate near term.  I'm excited about what we can achieve together in this next chapter."

Further information on James Parsons

James Parsons, aged 53, is or has been a director of the following companies in the last five years:

Save as set out in this announcement, there is no further information to be disclosed pursuant to AIM Rule 17 and Schedule 2g of the AIM Rules with respect to the appointment of James Parsons .

ENQUIRIES  

About EQTEC 

EQTEC is one of only a few circular economy technology providers able to address the dual challenges of growing quantities of global waste and the growing demand for energy and biofuels. EQTEC cleanly converts waste into a range of valuable commodities that support new energy and industrial infrastructure. With one of the world's most experienced thermochemical conversion technology and engineering teams, EQTEC provides bespoke waste management and new energy solutions through best-in-class innovation, infrastructure engineering and value-added services for developers, owner-operators and industrials.

EQTEC's end-to-end process solutions are in demand from around the world with highly efficient equipment that is modular and scalable from three tonnes of waste per hour. Its versatile solutions process dozens of varieties of feedstock, including plastics, mixed municipal waste, industrial waste and other non-recyclables, all with no hazardous or toxic emissions, producing a wide range of valuable commodities including synthesis gas ("syngas") electricity, heat and steam, synthetic natural gas, hydrogen, liquid fuels or other chemicals.

The Company is quoted on the London Stock Exchange's Alternative Investment Market (AIM) (ticker: EQT) and the London Stock Exchange has awarded EQTEC the Green Economy Mark, which recognises listed companies with 50% or more of revenues from environmental/green solutions.

Further information on the Company can be found at www.eqtec.com.