Regulatory Filings • Nov 26, 2025
Regulatory Filings
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November 26, 2025
To: To:
Israel Securities Authority Tel Aviv Stock Exchange Ltd.
www.magna.isa.gov.il maya.tase.co.il
Dear Sir/Madam,
Further to the Company's immediate report dated January 23, 2025 (Reference No.: 2025-01-006434) regarding the signing of a binding memorandum of understanding with Energean Israel Limited (Energean), and pursuant to Dalia's reports, the Company
is pleased to report that on November 25, 2025, Dalia signed a natural gas purchase agreement with Energean (the Agreement),
intended for the operation of two new production units of the H-Class type (the Stations). One unit, which Dalia Energies Expansion Ltd.¹ (Dalia 2) is promoting at Tzat; and a second unit, which Eshkol Avshal Energies Ltd.² (Eshkol Avshal), is promoting at the Eshkol site.³ Below is a summary of the Agreement's terms:
a. In the rst period, which will begin on the completion date of the commissioning of the rst station (either Dalia 2 or Eshkol Avshal), until May 31, 2035, Energean will supply a projected annual cumulative daily gas quantity of approximately 0.5 BCM, to be supplied on a rm basis for most months of the year and on an interruptible basis during the remainder of the year.
(interruptible) for the rest of the year.
b. In the second period, from June 1, 2035 until December 31, 2043, Energean will supply a projected annual cumulative daily gas quantity of approximately 1.2 BCM on a rm basis.
period).
According to the Agreement, the gas price is denominated in US dollars, subject to a oor price and an indexation mechanism.
4.
3.
The Agreement includes various provisions regarding the obligation to purchase or pay (Pay or Take) for a minimum annual quantity, subject to a mechanism set in the Agreement.
5.
The Agreement grants the full right to sell all quantities of gas to third parties and aliated companies without restriction.
1 A wholly-owned subsidiary of Dalia.
2 The company is held by Dalia (75%), Union Infrastructure Ltd. (20%), the Company (through Eshkol Holdings Ltd.) (2.5%), and Barak Medical Electronics Ltd. (2.5%).
This is an unofficial AI generated translation of the official Hebrew version and has no binding force. The only binding version is the official Hebrew version. For more information, please review the legal disclaimer.
3 For details about preparations for establishing the Dalia 2 project and a new production unit at the Eshkol site, see Sections 12.4 and 12.3 of Annex A in Part A of the Company's periodic report for 2024 as published on March 25, 2025 (Reference Number: 2025-01- 020377) (hereinafter: the 2024 Periodic Report), as well as Section 3.5 of Part A of the Company's Q3 2025 report as published on November 25, 2025 (Reference Number: 2025-01-091568).
2024-06-05
6.
According to the agreement, Dalia is entitled, until an agreed date, to assign the agreement, in relation to a quantity to be determined by it, to Dalia 2 and/or Eshkol Avshal (Dalia's subsidiaries).
7.
By decision of the authorized bodies of Dalia and Dalia's subsidiaries, it was decided that the agreement would be assigned so that each of Dalia's subsidiaries receives half of the quantity in the agreement and all rights and associated conditions.
8.
According to Dalia's estimate, the total cumulative purchase of gas under the agreement, assuming purchase of the gas quantity over the entire agreement period (until December 31, 2043), may amount to approximately 12 BCM, and to a total nancial scope of approximately 2 billion US dollars.
9.
The agreement sets out additional provisions, as customary in this type of agreement, including, among others, concerning force majeure events, compensation
in the event of non-supply of gas, limitation of liability, dispute resolution, grounds for termination of the agreement before the end of its period and more.
According to Dalia's reports, it should be emphasized that there is no certainty regarding achieving nancial closure for Dalia 2 and/or Eshkol Avshal, which are each conditional, inter alia, on signing agreements with the senior debt nanciers, obtaining licenses and permits as required by law, and there is also no certainty regarding the completion of the construction of each of the new production units of Dalia 2 and/or Eshkol Avshal and/or the start of gas consumption by the dates set out in the agreement.
The information presented above regarding the quantities of gas to be purchased and/or supplied under the agreement and its nancial scope constitutes forward-looking information within the meaning of the Securities Law, 1968. This information is based, inter alia, on Dalia's assessments and estimations regarding the stations to be established, the manner of operation of existing stations in the electricity sector and the new production units, none of which is certain to be realized, in whole or in part, including, among other things, due to factors not fully under Dalia's and/or Dalia's subsidiaries' control, including, among others, changes in the economic environment, operational and technical conditions, regulatory changes, geopolitical changes and the security situation in Israel, as well as a variety of additional factors that may affect the ability to perform the parties' obligations under the agreement and which cannot be foreseen at the reporting date, as well as the realization of any of the risk factors described in Section 26 of Annex A of Chapter A of the 2024 periodic report.
Respectfully,
Mekorot Energy - Renewable Energies Ltd.
Signed by:
Avner Arad, CEO of the Company
Galit Bik, Deputy CEO Legal and Head of Company Operations
A company wholly owned by Dalia.
The company held by Dalia (75%), Union Infrastructure Ltd. (20%), the Company (through Meshak Eshkol Ltd.) (2.5%), and Barak Medical Electronics Ltd. (2.5%).
For details regarding preparation for the establishment of the Dalia 2 project and the establishment of a new production unit at the Eshkol site, see Sections 12.4 and 12.3 to Annex A in Chapter A of the Company's periodic report for 2024 as published on March 25, 2025 (reference no.: 2025-01- 020377) (hereinafter: "the 2024 periodic report") and Section 3.5 in Chapter A of the third quarter report for 2025 as published on November 25, 2025 (reference no.: 2025-01-091568).
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