Primorus Investments plc

("Primorus" or the "Company")

Investment in Alteration Earth PLC

Primorus Investments plc (AIM: PRIM) is pleased to announce it has agreed to invest up to £350,000 in Alteration Earth PLC ("ALTE"), a recently established special purpose acquisition company ("SPAC") (the "Investment").

The Investment is being made in two parts, a seed round (the "Seed Round") and a subscription round (the "Subscription Round").  The Seed Round will be funded at 4p per ordinary share and the Subscription Round will be funded at 10p per ordinary share.  Assuming both rounds are fully subscribed, Primorus will hold 5,000,000 ordinary shares as follows:

·      2,500,000 shares at 4p per share in the seed round (for a total of £100,000); and

·      2,500,000 shares at 10p per share in the subscription round (for a total of £250,000).

The Investment will represent an approximate ownership of 28% of the issued share capital of ALTE assuming both the Seed Round and Subscription Round are fully subscribed.

The Subscription Round is conditional on the admission of ALTE's share capital to the Standard Segment of the Main Market of the London Stock Exchange on or before 31 December 2021 ("Admission").  The subscription monies will be held in escrow on behalf of the investors until such time as Admission takes place, or will be returned to the investors if Admission does not take place before 31 December 2021.

In addition to the above, Primorus has been granted 1,800,000 warrants to subscribe for new ordinary shares in ALTE, with a strike price at par value (0.1p), at any time up to the fifth anniversary of the date of grant.  The warrants have been awarded to Primorus because it has agreed to underwrite the cost, up to a maximum of £150,000, of ALTE obtaining Admission as described above.

If Admission does not occur by 31 December 2021, the Subscription Round will not proceed, and all Subscription Round funds delivered by Primorus pursuant to this agreement will be returned to it, without interest, less the costs incurred by ALTE pursuant to the listing up to a maximum of £150,000.

About ALTE

ALTE is seeking to list on the Standard Segment of the Main Market of the London Stock Exchange on or before 31 December 2021.  ALTE has been created as SPAC with a focus on clean technology and clean energy investments.

ALTE has formed a partnership with the strategic and financial advisory firm Gneiss Energy (https://gneiss.energy/) to ensure it maximises its prospects of finding the most value-accretive acquisition for its shareholders.  Gneiss has an extensive track record within the energy and clean technology sector.  Gneiss has a dedicated team that specialises in mergers and acquisitions and this expertise will be leveraged to search for and recommend assets to ALTE.  Gneiss will carry out the screening and detailed due diligence on the potential assets which will ensure a high level of professional due diligence is completed and in turn maximising the chances of ALTE acquiring a strong performing and commercially viable asset.

ALTE is seeking to raise a total of £1,260,000 for its proposed listing.  This amount will be allocated as follows:

·      9,000,000 shares at 4p (Seed Round); and

·      9,000,000 shares at 10p (Subscription Round).

ALTE has stated that it will consider any investment that presents itself within the clean technology and/or clean energy sector; however, the management team will give priority to the following:

¡ Hydrogen production and technology

¡ Waste to energy

¡ Repurposing and recycling businesses and technology

¡ Infrastructure, construction and building technology

¡ Energy storage and deployment technology

¡ Renewable energy

Matthew Beardmore has joined the board of ALTE as a non-executive director for the purposes of monitoring the Primorus investment.

In addition to Primorus making its investment into ALTE, Matthew Beardmore, Rupert Labrum and Simon Holden have agreed to invest in ALTE as follows:

·      Matthew Beardmore has agreed to invest £28,000 (approximately 2% of the issued share capital) based on 200,000 shares at 4p and 200,000 shares at 10p;

·      Matthew Beardmore has also been awarded 450,000 warrants to subscribe for new ordinary shares with a strike price at par value (0.1p);

·      Simon Holden has agreed to invest £28,000 (approximately 2% of the issued share capital) based on 200,000 shares at 4p and 200,000 shares at 10p; and

·      Rupert Labrum has agreed to invest £252,000 (representing 20% of the issued share capital) based on 1,800,000 shares at 4p and 1,800,000 shares at 10p.

Related Party Transaction

Matthew Beardmore was one of two subscriber shareholders, and currently holds one of the two shares, in ALTE, and therefore the Investment is deemed under the AIM Rules for Companies to be a related party transaction.  In addition, Simon Holden, company secretary of the Company, subscribed for the other founder share.

The independent directors, being Rupert Labrum and Hedley Clark, consider, having consulted with Cairn Financial Advisers LLP, the nominated adviser to the Company, that the terms of the Investment are fair and reasonable insofar as its shareholders are concerned.

Rupert Labrum, Executive Chairman of Primorus, commented:   "We believe the opportunity to participate early in the evolution of ALTE and particularly in this area of the market represents a significant opportunity to add tangible value for Primorus shareholders. ALTE has targeted an area of the market that we believe is going to see exponential growth over the coming years as the world transitions into cleaner forms of energy."

This announcement contains inside information for the purposes of the UK Market Abuse Regulation.

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