Potential Acquisition

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF REGULATION (EU) 596/2014, WHICH IS PART OF DOMESTIC UK LAW PURSUANT TO THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS 2019 (SI 2019/310) ("UK MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION (AS DEFINED IN UK MAR) IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

22 May 2025

NET ZERO INFRASTRUCTURE PLC

("NZI" or the "Company")

Potential Acquisition

Further to the Company's announcement on 1 April 2025, in which NZI announced that it was actively considering another potential acquisition opportunity which would constitute a reverse takeover under the Financial Conduct Authority's Listing Rules, the Company is pleased to announce that it has signed a non-binding letter of intent ("LOI") to acquire Westura Energy NL ("Westura") (the "Acquisition").

Westura is a Western Australia based mining exploration company focused on the identification and development of high-quality mineral deposits in Tier 1 jurisdictions. Westura has an experienced management and technical team that have a track record of success in mineral exploration and development across multiple mineral commodities and jurisdictions.

Westura's gold resource portfolio has historically produced in excess of 44,000 ounces of gold at 28.3 grammes per tonne ("g/t"). The company holds 10 high priority target leases containing potentially up to 755,000 tonnes at 2.4 to 4.2g/t for up to 99,180 ounces of gold. The company is planning additional drilling to support the open pit development for the recovery of hard rock material estimated at 1,100,000 tonnes at 3.9g/t (based on historical high-grade deposits) and to delineate an initial resource of up to 375,000 ounces. Westura plans to commence treatment of an estimated 87,000 tonnes of gold tailings with a JORC inferred resource of 2,069 ounces currently valued at in excess US$6.8 million. Processing of the tailings is planned to to be completed via contract mining at a rate of approximately 160 ounces per month and is expected to commence in Q4 2025 for a period of 12 months. Additionally, an extensive drilling programme across the leases is expected to increase the JORC compliant resource.

The LOI is non-binding save for, inter alia,the parties are to bear their respective costs in relation to the Acquisition , exclusivity restrictions that cover both parties engaging in discussions or agreements with third parties on alternative transactions, and other customary terms of an agreement of this nature, such as confidentiality and governing law.

The Company and Westura intend to undertake a fundraise to provide working capital through the allotment of up to £250,000 unsecured convertible loan notes in Westura which will convert into Ordinary Shares in the Company on completion of the Acquisition.

The parties to the LOI intend to proceed as quickly as possible with a view to completing the Acquisition on or before 31 October 2025.

The Acquisition, if it proceeds, will constitute a reverse takeover under the FCA's Listing Rules since, inter alia, in substance it will result in a fundamental change in the business of the issuer. Accordingly, the Company remains suspended on the Official List and from trading on the Main Market of the London Stock Exchange, pending publication of a prospectus and the application by the Company to have its enlarged share capital listed on the Official List and admitted to trading on the Main Market. However, the Company is also exploring the possibility of cancelling its listing on the Main Market of the London Stock Exchange and instead seeking admission of the Company's shares to trading on the AIM Market of the London Stock Exchange should the Acquisition complete.

The Acquisition is subject, inter alia, to the completion of due diligence, documentation, shareholder approval and compliance with all regulatory requirements, including the Listing and Prospectus Rules and, as required, the Takeover Code and the AIM Rules for Companies. The Company will update shareholders as to progress made in relation to the Acquisition as and when appropriate. As no binding agreement on mutually acceptable terms has yet been reached between the parties, the Company cannot guarantee nor provide any certainty that the Acquisition will be completed. If the Acquisition does not complete for any reason, it is expected that the suspension of the Company's listing will be lifted subject to FCA approval and trading in the NZI shares will recommence.

Further announcements will be made in due course, as appropriate.

Commenting NZI's Chairman, Mike Elwood, said: "We are very pleased to have signed the LOI with Westura. Westura has a very strong management team, significant gold resources, with importantly the potential to deliver near term cashflow. Whilst we have moved from our original renewable focus due to market conditions, the NZI Board believes that this opportunity is considerable and the transaction, if completed, will be in the best interest of the Company's shareholders."

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