EnviroMission Limited has executed a Heads of Agreements (HOA) with Q Analytica LLC (QA), to form a Joint Venture that will operate to commercialise EnviroMission's Solar Tower renewable energy technology in the Middle East and North Africa (MENA).
The Joint Venture will provide EnviroMission with active involvement in Solar Tower development in the region and earn for EnviroMission a capital injection of US$1.5M from the placement of EnviroMission shares with QA, a US$3M 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$1.5M cash to EnviroMission byNovember 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$3M by December 15, 2015.
EnviroMission will also be granted two board positions and a free, carried, 21% shareholding in each Joint Venture 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 definitive agreements ie Joint Venture Agreement, and on receipt of the US$3M 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 HOA describes the terms of a Solar Tower development Joint Venture for theMiddle 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," Roger Davey, EnviroMission Chairman said in support of the HOA.
The June 2014 MOU that informed this HOA previously disclosed the agreement was made with a Bahrain based entity; for operational reasons that entity is now a purpose formed company based in the Qatar capital of Doha.