NU E closes acquisition of ACT power assets

Executive Summary

• NU E Power Corp. has closed the acquisition of approximately 500 MW of hybrid power development assets from ACT Mid Market Ltd., surpassing its 1 GW secured capacity milestone.
• The transaction involved the issuance of 11 million common shares and 10 million warrants to ACT, along with a potential cash payment contingent on future financing.
• Significant leadership changes occurred simultaneously, with Broderick Gunning appointed as CEO and Director, and Frederick Stearman appointed as CTO.

Key Details

• Acquisition Details: Closed acquisition of ~500 MW of high-value hybrid power assets from ACT Mid Market Ltd.
• Asset Portfolio: Includes strategic sites across North America, Asia, South America, and Africa. Flagship asset is the Dakhan hybrid energy and data complex in Darkhan City, Mongolia (200-acre site featuring utility-scale solar, natural gas, grid interconnection, battery storage, and on-site data center).
• Share Issuance: 11 million common shares issued to ACT at a deemed price of $0.15 per share.
• Escrow Terms: Shares subject to voluntary escrow release over 36 months.
• Warrant Terms: 10 million common share purchase warrants issued, exercisable at $0.25. Vesting schedule: three equal tranches on March 21, 2026, November 21, 2026, and November 21, 2027.
• Contingent Cash Payment: $300,000 payable upon completion of a financing of at least $1.5 million on or before February 28, 2026. If financing does not occur, payment is made in shares at the 20-day VWAP.
• Ownership Impact: Mr. Gunning (via ACT) now controls ~14.00% of voting securities (non-diluted) and ~23.72% of total securities (assuming warrant exercise). Voting restrictions apply to escrowed shares; ACT cannot exercise warrants if it exceeds 19.9% ownership.
• Board Changes:
  • Appointed: Broderick Gunning (President, CEO, Director); Frederick Stearman (CTO); Bold Batsukh (Director – Asia).
  • Resigned: Samuel Kyler Hardy.
  • Continuing: Devon Sandford (Director).
• Regulatory Approval: Canadian Securities Exchange approved the asset purchase agreement.

Notable Quotes

• "Today marks a defining moment for NU E. We have not only achieved but exceeded our one-gigawatt milestone ahead of schedule -- we now control over one gigawatt of hybrid, permitted capacity in the world's most strategic energy corridors. Whether the customer is a bitcoin miner, an AI hyperscaler, a national utility or a local community, NU E delivers the power. This is just the beginning as we accelerate toward our next target of two gigawatts by 2027." — Broderick Gunning, President and CEO