Publication of Circular and Notice of EGM

21 January 2026

EQTEC plc

("EQTEC" or the "Company")

Publication of Circular and Notice of Extraordinary General Meeting

EQTEC plc (AIM: EQT), a provider of proprietary syngas technology and engineering services for clean conversion of waste into sustainable energy and biofuels, today announces the publication of a circular (the "Circular") which contains a notice of an extraordinary general meeting (the "EGM") to be held at the offices of Philip Lee LLP, Connaught House, One Burlington Road, Dublin 4, D04 C5Y6, Ireland at 12.00 noon on Thursday 12 February 2026. The Circular is being sent to shareholders today and is available for inspection on the Company's website: www.eqtec.com.

Shareholders are being asked to approve, at the EGM, resolutions relating to the share capital of the Company which entail an increase in the authorised share capital of the Company and the renewal of share allotment authorities.

In addition Shareholders are also being asked to approve the change of the name of the Company to Forgent plc. The rationale behind the proposed change of name is to give the Company a clearer identity following the adoption of the expanded strategy set out in the Circular.

All capitalised terms in this announcement are as defined in the Circular, unless otherwise defined.

The Chairman's letter to Shareholders, extracted from the Circular, is set out further below.

ENQUIRIES  

Proposed Increase in Authorised Share Capital and Related Amendment to the Constitution, Renewal of Share Allotment and Pre-Emption Disapplication Authorities and Change of Name

Notice of Extraordinary General Meeting

1. Introduction

The purpose of this document is to provide notice of the Extraordinary General Meeting of the Company to be held at the offices of Philip Lee LLP, Connaught House, One Burlington Road, Dublin 4, D04 C5Y6, Ireland at 12.00 noon on 12 February 2026 and details regarding the proposed Capital Expansion and explain why the Board believes this is in the best interests of EQTEC plc and its Shareholders.

The Capital Expansion is conditional on, among other things, the passing of the Resolutions by Shareholders at the EGM. The formal notice of EGM is set out at the end of this document, and a Form of Proxy is also enclosed for you to complete, sign and return.

The Board considers that the Capital Expansion is in the best interests of the Shareholders taken as a whole and unanimously recommends that Shareholders vote in favour of the Resolutions to be proposed at the Extraordinary General Meeting.

2. Background and reasons for the Capital Expansion and Proposed Change of Name

The Ordinary Shares have for some time been trading on AIM at a price which, when necessary, fundraises and allotments occur, rapidly deplete the amount of authorised share capital remaining to be issued. Accordingly, the flexibility and ability of the Company to raise funds by way of the issue of further equity has been critically inhibited and restricted. The increase in share capital and the specific authorities are required to ensure that the Company has the necessary capacity to issue new shares to broaden its future expansion strategy as set out below.

The Board also proposes to change the name of the Company to Forgent plc and that, consequently, the Constitution be amended accordingly, subject to approval of Shareholders at the EGM. The rationale behind the Proposed Change of Name is to give the Company a clearer identity following the adoption of the expanded strategy set out below. The Resolution relating to the Proposed Change of Name and the associated amendment to the Constitution is numbered 5.

Accordingly, the Directors are seeking Shareholders' authority to implement the Capital Expansion and Proposed Change of Name.

Expanded Strategy of EQTEC

The Company intends to build on its gasification foundation with a vertically integrated, capital-light strategic expansion into complementary assets central to global electrification, supported by constructive lender engagement on the progressive strategy.

Waste-to-value Technology Platform

EQTEC's proprietary gasification technology, which converts waste and low-value biomass into syngas, power, heat and renewable fuels without incineration, remains the cornerstone and focus of the Company's long-term strategy. The technology addresses three structural market needs simultaneously: decarbonisation, landfill diversion and energy security.

The Board remains confident that, over time, a portfolio of commissioned reference plants will unlock scalable, repeatable commercial returns. With several material project wins anticipated near-term, the Company is now building on this foundation by seeking to add complementary exposure to circular economy materials which are central to global electrification, introducing the potential for earlier cash-flow inflection points while the gasification pipeline matures.

Progressive Strategy: Supply Chain Exposure

EQTEC is expanding into the acquisition and development of capital-light resource assets, targeting exposure to critical and precious metals central to global electrification, including copper, gold, rare earth elements and specialty resources essential to grid infrastructure and the energy transition, while progressing with its core strategy, gasification technology. Recent leadership appointments with extractive industry backgrounds have enabled the acceleration of this strategic broadening.

The strategic rationale includes:

• Shared end markets: Critical metals and EQTEC's gasification technology serve the same structural demand drivers; renewable power, electrification and energy storage. The Company's waste-to-value solutions support distributed, low-carbon generation; critical metals supply the infrastructure those systems require.

• Circular economy coherence: Both business lines align with circular economy principles. Gasification diverts waste and displaces fossil fuels; responsibly developed metals enable the hardware underpinning decarbonisation.

Together, they position EQTEC across complementary segments of the energy transition value chain.

Rationale: Near-Term Cash Flow, Disciplined Entry

The Company believes that selective exposure to resources complementary to its core strategy can provide multiple new value-creation and cash-flow inflection points during the period in which gasification projects progress from development to full operational scale. For example, critical metals assets typically offer shorter development timelines, defined operational milestones and earlier revenue generation than large-scale infrastructure projects. For EQTEC, this vertically integrated strategy creates the potential for multiple cash-flow inflection points during the period in which gasification projects progress toward full commercial operation with recurring revenues.

EQTEC will prioritise sustainable opportunities that are:

• Cash generative or near-term production

• Capital-light at entry with limited upfront commitment

• Situated in established, lower-risk mining jurisdictions

• Positioned for value uplift through operational discipline

The Company already has an active pipeline under evaluation.

Board update

David Palumbo informed the Board that, following the proposed strategic expansion of EQTEC's activities, he believed the time was right to transition the Chairmanship to a successor with direct experience across both technology and complementary asset resources. Mr Palumbo has therefore transitioned to Non-executive Chairman, effective 14 January 2026, and remains as Chairman until a suitable appointment is made, ensuring continuity and an orderly handover.

Outlook

As announced on 24 November 2025, the Company is engaged in ongoing discussions with its existing lenders and its significant shareholder, Rebel Ion Limited, regarding its current debt position and potential future funding solutions. While these discussions continue, the Company has agreed with the existing lenders a further extension of the maturity date of the £0.7 million convertible loan to 28 February 2026.

The Company confirms that its lenders are supportive of the proposed strategic expansion outlined above and that it is in advanced discussions with them regarding a comprehensive restructuring of the Company's existing debt facilities with the objective of materially deleveraging the balance sheet, improving liquidity and aligning the capital structure with the Company's focus on developing a complementary near-term cash-flow profile alongside its longer-term growth objectives.

These discussions are ongoing and there can be no certainty as to final terms or achievement of a definitive restructuring; however, the Board believes that the alignment between lenders and the Company on its broadened strategy is constructive and supportive.

Financial situation

As previously announced on 24 November 2025, the Company requires additional funding to meet its short-term working capital obligations. Accordingly, on 23 December 2025 the Company drew down a further £75,000 (gross) under the convertible loan facility ("CLF") announced on 24 October 2025 while it continued to explore strategic funding options. The Company also agreed with the existing lenders a further extension of the maturity date of the £0.7 million convertible loan to 28 February 2026. The Company's actions to conserve cash whilst discussions continue, together with the drawdown from the CLF, has further extended the Company's cash runway and it is now forecast to last, with the continued support of creditors, until the end of February 2026, in line with the extension of the convertible loan.

Proposed Share Capital Increase, Renewal of Share Allotment Authorities and Proposed Name Change

Shareholders are being asked to approve a series of resolutions relating to the Capital Expansion and Proposed Change of Name. Resolution 1 seeks approval to increase the authorised share capital of the Company by €1,500,000 to €226,500,000 through the creation of an additional 15,000,000,000 new ordinary shares of €0.0001 each, ranking pari passu in all respects with the existing ordinary shares in the capital of the Company. Resolution 2, which is conditional upon the passing of Resolution 1, proposes the adoption of a revised Constitution to reflect this increased authorised share capital. Resolution 3 seeks approval by ordinary resolution to authorise the Directors to allot shares up to an aggregate nominal value of €1,100,000, representing 11,000,000,000 Shares, Resolution 4 seeks approval by special resolution to disapply statutory pre-emption rights in respect of such allotments for cash, up to the same nominal value and Resolution 5 seeks approval for the Proposed Name Change and associated amendment to the Constitution. The authorities under Resolution 3 and 4 are required specifically to ensure that the Company has the necessary capacity to issue shares that may become issuable pursuant to its current financial situation and its broadened expansion strategy. The authorities sought under Resolutions 3 and 4 will expire at the close of business on the date of the next AGM of the Company, unless previously renewed, varied or revoked.

Rebel Ion Limited which is interested in an aggregate of 191,882,353 Ordinary Shares representing approximately 18.25% of the issued share capital of the Company as at the date of this document, has given an irrevocable undertaking to the Company to vote all such Ordinary Shares in favour of the Resolutions to be proposed at the Extraordinary General Meeting as set out in this Circular.

Your attention is drawn to paragraph 6 which provides a recommendation from the Directors in relation to the Resolutions.

3. Extraordinary General Meeting

Set out at the end of this document is a notice convening the Extraordinary General Meeting to be held on 12 February 2026 at 12.00 noon in the offices of Philip Lee LLP, Connaught House, One Burlington Road, Dublin 4, D04 C5Y6, Ireland at which the Resolutions will be proposed.

Shareholders wishing to vote but who are unable to attend the Extraordinary General Meeting in person, are urged to appoint the Chairman of the meeting as their proxy, in accordance with the relevant instructions on the Form of Proxy, and to submit their Form of Proxy so as to be received as soon as possible and by no later than 12:00 noon on 10 February 2026. This will ensure that your vote will be counted even if you are unable to attend in person.

4. The Resolutions

Resolution 1

Approval of the Shareholders is requested to increase the authorised share capital of the Company to €226,500,000 by the creation of an additional 15,000,000,000 new ordinary shares of €0.0001 each, such new ordinary shares ranking pari passu in all respects with the existing issued and authorised ordinary shares of €0.0001 each in the capital of the Company.

Resolution 2

Subject to and conditional upon the passing of Resolution 1 above, approval of shareholders is requested by special resolution that the constitution produced to the meeting and initialled by the Chairman of the meeting for the purposes of identification be adopted as the new constitution of the Company in substitution for and to the exclusion of the existing constitution of the Company.

Resolution 3

Approval of the Shareholders is requested by way of an ordinary resolution, to authorise the Directors to issue Ordinary Shares up to an aggregate nominal value equal to €1,100,000. This authority shall expire at the close of business on the date of the next AGM of the Company unless previously renewed, varied or revoked by the Company.

Resolution 4

Approval of Shareholders is required by special resolution to authorise the Directors' authority to disapply the statutory pre-emption provisions relating to the issue of new shares for cash up to the aggregate nominal value of €1,100,000. This authority shall expire at the close of business on the date of the next AGM of the Company unless previously renewed, varied or revoked by the Company.

Resolution 5

Subject to the approval of the Registrar of Companies that the Company name be and is hereby changed to Forgent plc and that consequently the constitution of the Company be amended accordingly.

5. Action to be taken by Shareholders

A Form of Proxy for use at the Extraordinary General Meeting is enclosed. Whether or not you intend to be present at the Extraordinary General Meeting, you are requested to complete, sign and return the Form of Proxy in accordance with the instructions thereon.

For Shareholders whose name appears on the register of members of the Company (i.e. those shareholders who hold their shares in book-entry form and who do not hold their interests in shares through the Euroclear system or as CREST Depositary Interests ("CDIs") through the CREST system), your proxy may be submitted by post, and returning it to the Company's Registrar Link Registrars Limited at P.O. Box 7117, Dublin 2, Ireland (if delivered by post) or at Link Registrars Limited, Suite 149, The Capel Building, Mary's Abbey, Dublin 7, D07 DP79, Ireland (if delivered by hand) so as to arrive no later than 12.00 noon on 10 February 2026. The return of the Form of Proxy will not prevent you from attending the Extraordinary General Meeting and voting in person should you wish to do so.

Persons who hold their interests in ordinary shares as Belgian law rights through the Euroclear system or as CDIs should consult with their custodian, stockbroker or other intermediary at the earliest opportunity for further information on the processes and timelines for submitting proxy votes for the EGM through the respective systems. For voting services offered by custodians holding Irish corporate securities directly with Euroclear Bank SA/NV ("Euroclear Bank"), please contact your custodian.

To be effective, all proxy voting instructions (whether submitted directly or through the EB System or CREST) together with any power of attorney or other authority under which it is executed, or a notarially certified copy thereof, must be received by the Company's Registrars, no later than 12.00 noon on 10 February 2026. However, persons holding through the EB System or CREST will also need to comply with any additional voting deadlines imposed by the respective service offerings. All relevant persons are recommended to consult with their stockbroker or other intermediary at the earliest opportunity.

6. Board Recommendations

The Directors consider the Resolutions proposed at the EGM to be in the best interests of the Company and its Shareholders as a whole. Accordingly, the Directors unanimously recommend that Shareholders vote in favour of each of the Resolutions set out in this EGM Notice, as they intend to do in respect of their beneficial holdings.

Yours sincerely

David Palumbo

Chairman