Nostromo Energy Enters into an Agreement to Become Private

If approved, the company's shares will de-list from the Tel-Aviv Stock Exchange (TASE)

ASERET, Israel, Feb. 28, 2024 -- Nostromo Energy Limited (TASE: NOST), the sole shareholder of Nostromo Energy, Inc., and provider of the IceBrick® system, a virtual power plant (VPP)-enabled thermal energy storage for commercial and industrial buildings, announced today that it has entered into an agreement with certain shareholders and other investors named below (together, the Purchasers) for acquiring shares of public shareholders following voluntary delisting of the company shares from trading on the Tel Aviv Stock Exchange at the request of the company.

According to the agreement, all company shareholders will be offered to either remain shareholders after the shares are delisted, or sell their shares for cash at $1.141 per share. Failure to make an election is deemed an election to sell for cash. Shareholders electing to retain their shares (i.e., to rollover) will also have an option, for each share they hold, to purchase one share from the selling shareholders, at the same price per share above. Any shares not purchased by the exercise of these options will be purchased by the Purchasers, which include existing shareholders Freepoint Commodities and JJRF (a company controlled by Dr. Judith Richter and Dr. Jacob Richter, a director in the company), and new investors Cresson Nostromo, LLC. (an affiliate of Freepoint Commodities), FirsTime Ventures and Rishon Ventures LLC.

Purchased shares shall convert into preferred shares, having certain preferences described in the company's memorandum and articles of association. If rollover shareholders exercise their purchase option for more shares than the selling shareholders elect to sell, the difference will be covered with new preferred shares to be issued by the company.

"We look forward to becoming a private company, and as such have access to strategic capital for expansion and growth, and for accelerating our exciting roadmap", said Yoram Ashery, CEO of Nostromo Energy. "We want to welcome our new investors and thank them, as well as our existing shareholders, for their confidence. We look forward to working together on accomplishing our shared vision of a decarbonized power grid and commercial buildings using the innovative IceBrick thermal energy storage VPP technology."

Any surplus funds committed by the Purchasers will be invested in the company's share capital in return for newly issued preferred shares at the same price per share above. The company's move to delist its shares means that shares of the company will no longer be traded or quoted on the Tel-Aviv Stock Exchange (TASE). This action will not impact creditors or other parties to any agreement with the company, as these will remain unaffected.

The closing of the transaction is contingent upon certain conditions, including, but not limited to shareholders approval, approval by the competent court in Israel under Section 350 of the Israeli Companies Law, for which an application has been filed, holders of at least 60% of outstanding shares making an election to retain their shares following the delisting (i.e., to rollover), and approval by the Tel-Aviv Stock Exchange of the company's delisting request.

About Nostromo Energy

Nostromo Energy's ice-based energy storage solution is redefining energy storage for commercial and industrial buildings, enabling them to become sustainable energy storage assets and reduce their energy costs and carbon emissions. Nostromo's IceBrick® system uses ice to store energy when electricity prices are low and renewable energy is abundant, and later discharge the energy to avoid purchasing electricity that is both carbon intensive and expensive. In this way, Nostromo helps accelerate the renewable revolution and paves the way to a carbon free electric grid, while offering building owners a safe, clean and financially beneficial energy storage solution. The IceBrick® is non-flammable, modular and compact, easily retrofitted to existing commercial and industrial buildings. To learn more about Nostromo and the IceBrick® technology, visit www.nostromo.energy.

This press release contains forward-looking statements. Forward-looking statements are based on assumptions about the future, involve risks and uncertainties, and are not guarantees. Future results may differ materially from those expressed or implied in any forward-looking statement. These forward-looking statements represent our estimates and assumptions only as of the date of this press release. We assume no obligation to update or revise any forward-looking statement as a result of new information, future events or otherwise.

Media Contact
Ariel Shapiro
GK for Nostromo
[email protected] 

SOURCE Nostromo