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GREEN360 TECHNOLOGIES LIMITED — Capital/Financing Update 2024
Jul 8, 2024
65020_rns_2024-07-08_2ed6f275-7563-48c2-b593-36e99be38911.pdf
Capital/Financing Update
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ASX ANNOUNCEMENT 9 July 2024
SUVO EXECUTES BINDING JOINT
DEVELOPMENT AGREEMENT WITH PERMACAST
HIGHLIGHTS
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Tripartite binding Joint Development Agreement ( JDA ) executed between Suvo, its wholly owned subsidiary Climate Tech Cement Pty Ltd ( CTC ) and Polevine Pty Ltd ( PERMAcast ).
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CTC and PERMAcast propose to deliver low carbon geopolymer concrete ( GPC ) products and projects to market and otherwise commercialise the intellectual property ( IP ) created under the JDA through a joint venture entity ( JV Entity ).
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The first GPC product to be delivered, using the Colliecrete formulation, will be a series of 1,000mm x 300mm x 300mm backing blocks for a major Government infrastructure project at the request of the Sustainability Waste Allowance ( SWA ).
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The JDA requires PERMAcast to provide the capital required to fund the project which includes, but is not limited to, the testing of a range of GPC formulations to meet concrete strength requirements of nominally 10, 20, 30 and 40 MPa, and determining maximum strength attainable.
Suvo Strategic Minerals Limited (ASX: SUV) (“Suvo” or “the Company”) is pleased to announce that it has executed a tripartite binding Joint Development Agreement ( JDA ) with its wholly owned subsidiary Climate Tech Cement Pty Ltd ( CTC ) and Polevine Pty Ltd ( PERMAcast ).
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Suvo Strategic Minerals Ltd. ABN 97 140 316 463
Head Office: Level 11, 40 The Esplanade, Perth, Western Australia 6000
Operations: 3610 Glenelg Highway, Pittong, Victoria 3360
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The purpose of the JDA is for CTC and PERMAcast to deliver low carbon geopolymer concrete ( GPC ) products and projects and otherwise commercialise the intellectual property ( IP ) created through a joint venture entity ( JV Entity ).
The JV Entity post formation will:
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a. Prepare and test a range of GPC formulations to meet concrete strength requirements of nominally 10, 20, 30 and 40 MPa, and determine maximum strength attainable;
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b. Characterise and assess applications/products that can utilise the different GPC strength formulations;
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c. Test and demonstrate suitability of different GPC formulations for different applications/products; and
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d. Assess cost and performance of different GPC applications/products to determine preferred route for commercialisation.
In January 2024, the Company was invited by the Sustainability Waste Alliance ( SWA ) to collaborate together on a major Western Australian Government infrastructure project. Specifically, a letter of support was received from the SWA for Suvo to perform a demonstration of its licensed low carbon concrete formulation known as, Colliecrete.
Following the execution of the term sheet with PERMAcast in May 2024, the SWA have requested the delivery of 1,000mm x 300mm x 300mm low carbon geopolymer backing blocks to be delivered for the project for demonstration purposes.
Consequently, the first GPC product to be delivered under the JDA, using Suvo’s Colliecrete formulation, will be a series of 1,000mm x 300mm x 300mm backing blocks.
The GPC backing blocks are anticipated to be delivered to the project by the end of July 2024. The production of the GPC backing blocks will be done concurrently with the formation of the JV Entity.
The JDA requires PERMAcast to provide the capital required to fund the project and any intellectual property created during the course of the JDA will be owned by the JV Entity, acknowledging the background intellectual property rights of Murdoch University licensed to Suvo (ASX Announcement: 30 October 2023).
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CTC and PERMAcast will use their best endeavours to incorporate the JV Entity and complete a shareholder’s agreement within the next 30 days.
Executive Chairman Aaron Banks commented:
“And so, a new exciting chapter begins. Collaborating with the industry leader, PERMAcast, to deliver waste-derived, low carbon geopolymer concrete products to market is a watershed moment for the Company. Our first step in commercialisation has been taken and now the exciting work begins.
We are thrilled that we can commence production at PERMAcast’s facility having now executed the JDA and having identified a number of suitable products. We are now in a position to begin facilitating the vast level of inquiry we’ve received. Again, we thank Darren, Alberto and the team at PERMAcast and look forward to establishing a mutually beneficial working relationship.”
PERMAcast Chief Executive Officer Darren Hedley commented:
“We are excited to announce our partnership with Suvo and Climate Tech Cement. By signing the Joint Development Agreement, we are not only producing concrete but also incorporating innovation and sustainability. Our first project in this collaboration involves creating Geopolymer backing blocks. We are transitioning ideas from the lab to viable and scalable products in the market. This lays the foundation for a range of products and waste-derived inputs that will be introduced in the future.
We look forward to building both our product offerings and our partnership.”
Approved for release by the Board
-ENDS-
For further information, please contact
Aaron Banks Join Suvo’s Interactive Investor Hub Executive Chairman Visit investorhub.suvo.com.au/welcome E: [email protected]
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Joint Development Agreement Key Terms
Parties
Suvo Strategic Minerals Limited ( Suvo )
Green Tech Cement Pty Ltd ( CTC ) Polevine Pty Ltd ( PERMAcast )
Commencement Date
8 July 2024.
Term
The term of this JDA commences on the Commencement Date and ends on the first to occur of: the date the JV Entity is incorporated or the date this JDA is terminated in accordance with the termination clauses.
JV Entity
Suvo, CTC and PERMAcast will each use their best endeavors to achieve all of the following within 30 days from the Commencement Date:
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a. negotiate the terms for a shareholders agreement for the JV Entity;
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b. following the execution of the shareholders agreement, incorporate the JV Entity;
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c. assign any project IP into the JV Entity once its incorporated;
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d. assign the benefit of the licenses granted to them to the JV Entity (including a sublicence of the Murdoch University Technology) once its incorporated; and
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e. Suvo agrees to assign any intellectual property rights in any improvements made to the Murdoch University Technology by the JV Entity that would otherwise be owned by Suvo to the JV Entity.
JDA Project
| JDA Project | ||
|---|---|---|
| Details | ||
| Project Title | Geopolymer Concrete Product Development. | |
| Commencement Date | 8 July 2024. | |
| Completion Date | Estimated completion is 6 months from the commencement date. | |
| Project Leader/s | Two project leaders (one from Suvo, one from PERMAcast). | |
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| Details a. Prepare and test a range of GPC formulations to meet concrete strength requirements of nominally 10, 20, 30 and 40 MPa, and determine maximum strength attainable; b. Characterise and assess applications/products that can utilise the different GPC strength formulations; c. Test and demonstrate suitability of different GPC formulations for different applications/products; and d. Assess cost and performance of different GPC applications/products to determine preferred route for commercialisation. PERMAcast will fund this project. Suvo will provide in-kind contributions to the project which includes; a. existing management and technical expertise; and b. inventory of existing equipment and chemicals. Each of CTC and PERMAcast must: a. make any of its cash and non-cash Project Contributions available for the project at the times and in the manner specified, and otherwise perform its obligations with respect to the project in a proper and professional manner. Project Contributions may be used for the purposes of the project only and in accordance with any budget; and b. comply with all applicable laws in carrying out a project. |
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| Details | ||
| Project Description | a. Prepare and test a range of GPC formulations to meet concrete strength requirements of nominally 10, 20, 30 and 40 MPa, and determine maximum strength attainable; b. Characterise and assess applications/products that can utilise the different GPC strength formulations; c. Test and demonstrate suitability of different GPC formulations for different applications/products; and d. Assess cost and performance of different GPC applications/products to determine preferred route for commercialisation. |
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| Funding | PERMAcast will fund this project. Suvo will provide in-kind contributions to the project which includes; a. existing management and technical expertise; and b. inventory of existing equipment and chemicals. |
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| Contributions | Each of CTC and PERMAcast must: a. make any of its cash and non-cash Project Contributions available for the project at the times and in the manner specified, and otherwise perform its obligations with respect to the project in a proper and professional manner. Project Contributions may be used for the purposes of the project only and in accordance with any budget; and b. comply with all applicable laws in carrying out a project. |
Further projects may be carried out by the JV Entity subject to the agreement of both CTC and PERMAcast.
Intellectual Property
Upon incorporation of the JV Entity, Suvo will grant to the JV Entity a worldwide, royalty bearing, exclusive sublicence to exploit the Murdoch University intellectual property rights IP in the field of pre-cast concrete products.
PERMAcast must pay to Suvo upon demand 50% of any Success Fees or Share of Net Profits payable by Suvo to Murdoch under the Murdoch University License as a result of any exploitation of the Murdoch Technology by CTC and PERMAcast jointly.
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As disclosed in the details of the material terms of the Intellectual Property License Agreement signed with Murdoch University (ASX Announcement: 30 October 2023) a Success Fee of $50,000 is payable to Murdoch University for each successful commissioning of a batching plant for the manufacture of Murdoch's Colliecrete product by Suvo or any of its Sub-licensees and a 1% Share of Net Profits (gross profit received by Suvo from the exploitation of the Murdoch University technology less cost).
Murdoch University will retain all right, title and interest in and to the Murdoch University technology and Murdoch's confidential information.
Each party to the JDA will retain ownership of their background IP. All newly created project IP will be jointly owned by CTC and PERMAcast until incorporation of the JV Entity and will then be assigned to the JV Entity.
Termination with cause
Any party may terminate the JDA if:
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a. subject to law, an insolvency event occurs with respect to another party; or
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b. another party is in breach of this agreement and fails to remedy the breach within 30 days from receipt of a notice of breach by the terminating party provided that neither Suvo nor CTC may terminate pursuant to this clause unless the party in breach is PERMAcast.
Termination without cause
Any party may terminate the JDA without cause by providing the other parties with 90 days’ notice in writing.
Confidentiality
Each party must keep the confidential information of a disclosing party secret and confidential and only use the confidential information of a disclosing party for the purpose of performing its obligations or exercising its rights under the JDA.
Governing Law
This agreement is governed by and is to be construed in accordance with the laws applicable in Western Australia, Australia.
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Company Profile
Suvo Strategic Minerals Limited is an Australian hydrous kaolin producer listed on the Australian Securities Exchange (ASX:SUV). Suvo is focused on expanding sales of hydrous kaolin produced at its 100% owned Pittong operation located 40km west of Ballarat in Victoria. Suvo is also progressing commercialisation of the ‘Murdoch Technology’, namely Intellectual Property for a geopolymer concrete batching plant a low carbon geopolymer concrete formulation known as ‘Colliecrete’, which it licenses under a worldwide and exclusive Intellectual Property License Agreement.
Pittong Operations
The 100% owned Pittong Operations, located in Victoria 40km west of Ballarat, is the sole wet kaolin mine and processing plant in Australia and has been in operation since 1972. Pittong comprises the Pittong, Trawalla and Lal Lal deposits located on approved Mining Licences MIN5408, MIN5365 and MIN5409 respectively. The Pittong processing plant has a name-plate capacity of 60,000 tonnes per annum.
At Pittong mining contractors deliver crude kaolin ore to stockpiles from the two currently operating mines, Pittong and Lal Lal. The plant takes its feedstock from the ROM and it is processed into four separate product forms for end users. These product forms are 10% moisture lump, high solids slurry, 1% moisture powder and 1% moisture pulverised powder. The solids slurry is used in paper and board manufacturing. The other products are used in paper, coatings, paint and specialist industries including rubber and pharmaceutical applications.
Geopolymer Concrete IP and Commercialisation
Suvo licenses the ‘Murdoch Technology’ from Murdoch University under a worldwide and exclusive Intellectual Property License Agreement. The Murdoch Technology is namely Intellectual Property for a geopolymer concrete batching plant a low carbon geopolymer concrete formulation known as ‘Colliecrete’.
Geopolymer concrete is a low carbon concrete that is made by reacting aluminate and silicate bearing materials with a caustic activator, such as metakaolin, flyash, ground blast furnace slag and other waster derived materials. Geopolymer concrete is a suitable replacement for concrete made using the traditional binder known as Ordinary Portland Cement ( OPC ). The manufacture of OPC is a highly emitting process representing 8% of global CO2 emissions which is equivalent to the entire global car fleet.
Utilising the licensed IP, in a laboratory setting, Suvo has successfully produced three new geopolymer concrete formulations using caustic activators, metakaolin and flyash. The laboratory trials ran tests comprising five samples in each test returning an average compressive strength of 27 megapascal ( MPa ) up to 52MPa. The trials indicated the geopolymer concrete formulations using metakaolin and flyash showed a potential greenhouse gas emission reduction of up to ~70% compared to concrete made using OPC.
Suvo has entered into a binding Joint Development Agreement ( JDA ) with PERMAcast and is now in the process of incorporating a joint venture entity ( SPV Entity ) to develop and commercialize low-carbon geopolymer concrete ( GPC ) products. Under the binding JDA, Suvo and PERMAcast will prepare and test various formulations, assess their suitability for different applications, and determine the best route for commercialization through the jointly-owned special purpose vehicle.
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