Net Zero Infrastructure PLC in Talks to Acquire Westura Energy NL After Failed Deals

• Riverfort agrees to invest £200,000 (less costs) to Westura, Leonora and Auric and, following completion of the Company’s proposed admission to AIM (“Admission”), the Company, for working capital connected to Admission.
• For 12 months from the agreement, further advances may be made. Each advance is repayable in cash within 12 months of drawdown.
• If Admission occurs within 12 months, Riverfort may elect to convert all or part of the advances into NZI ordinary shares at the placing price on Admission (the placing price is the price at which new shares are sold during the re-listing fundraising).
• Riverfort will also receive warrants equal to the amount of the advances, exercisable for 48 months at the placing price on Admission, with a downward revision if a lower-priced equity raise happens in that period. A warrant gives the right, but not the obligation, to buy shares at a set price.
• No interest is charged unless there is a default (3% in that event). The advances are secured over the assets of Westura, Auric and Leonora, and on Admission NZI will grant Riverfort a first-ranking fixed and floating charge over all its assets, business and undertakings. A fixed and floating charge is a senior security interest over company assets.

My view: this is a classic pre-RTO bridge that lines up with a re-admission and placing. It provides flexibility but brings potential dilution via conversion and warrants if the RTO proceeds. Security over assets and first-ranking charges suggest Riverfort is well protected; NZI’s side of the bargain is to get the deal and Admission done on time.

More runway: Westmarket Capital convertible loan note

On 14 January 2026, NZI also signed a convertible loan note (CLN) instrument with Westmarket Capital Ltd:

• Up to £150,000 available to fund working capital.
• 6% per annum interest.
• Repayable in cash any time prior to 14 January 2028 unless converted on completion of a proposed acquisition (by way of RTO) and re-admission of the Company to trading.
• On a successful RTO, the CLN converts at a 25% discount to the listing price. A CLN converts debt into equity under set conditions, which can dilute existing shareholders.

My view: sensible extra headroom for running costs while NZI progresses the RTO. The 25% discount on conversion is standard-ish for CLNs of this type, but again, it’s dilutive if the transaction completes.

Interim financials: losses narrowed, cash remained very tight

Operationally NZI kept spending lean, but the balance sheet is still thin and in net liabilities. Headline items:

Metric	Six months to 30 Sep 2025	Six months to 30 Sep 2024
Net loss	£38,831	£84,558
Administrative expenses	£38,831	£84,558
Operating cash outflow	£6,959	£429
Cash at period end	£13,039	£26,278
Net (liabilities)/assets	£(165,668)	£(201,598)
Basic and diluted EPS	(0.06)p	(0.14)p
Shares in issue	60,700,000	60,700,000

Positives: the loss more than halved versus the prior interim period. Negatives: cash at £13,039 is very light for a listed vehicle, and the company sits in net liabilities. The balance sheet shows trade and other payables of £182,685 and an “other loans” line of £93,000 at 30 September 2025.

Governance, going concern and board

NZI notes it is a Standard Listed company and applies the UK Corporate Governance Code where appropriate. The prior full-year audit included an emphasis of matter for a material uncertainty related to going concern, albeit with the going concern basis deemed appropriate. For these interims, the directors state they are satisfied the company has adequate resources to continue for the foreseeable future.

Directors in period: Michael Ellwood (Chairman) and Brian A Basham (Non-Executive Director). Director remuneration for the six months was £Nil. Shareholdings disclosed: Michael Ellwood 1,250,000 shares; Brian Basham 1,000,000 shares. No ultimate controlling party is identified.

Why this update matters for shareholders

• Deal pipeline: After two failed transactions, NZI is back with a live target. That alone can re-energise the story, but the market will want specifics on Westura’s assets and strategy.
• Funding in place for the process: The Riverfort and Westmarket arrangements give NZI a pathway to fund working capital and Admission steps, albeit with clear dilution mechanics if the RTO is successful.
• Execution risk remains: Completion still depends on due diligence, regulatory approvals and re-admission. Timelines are not disclosed.
• Balance sheet tightness: With modest cash and net liabilities, the company is reliant on these new facilities and, ultimately, the RTO and placing to reset the capital structure.

Key jargon, briefly explained

• Reverse takeover (RTO): A transaction where a listed company acquires a target large enough to constitute a fundamental change, typically requiring suspension and re-admission to the market.
• Admission/placing price: Re-admission is the process of gaining approval to trade again; the placing price is the price at which new shares are sold to investors during that process.
• Convertible loan note (CLN): Debt that can convert into equity under pre-agreed terms, often at a discount to the listing price.
• Warrant: A right to buy shares at a set price within a specified time window.
• Fixed and floating charge: A senior security over a company’s assets that ranks ahead of unsecured creditors.

What I’ll be watching next

• Clarity on Westura: asset details, exploration plans, and how the commodity mix aligns with NZI’s stated focus.
• RTO timetable: milestones for due diligence, documentation, and the re-admission prospectus.
• Financing structure on Admission: placing size, pricing, and expected dilution from Riverfort conversions and warrants and the Westmarket CLN.
• Cash management: updates on working capital usage ahead of any transaction.

Bottom line

This is a cautiously positive reset. The loss has narrowed, and NZI has stitched together pragmatic financing to navigate an RTO, but the balance sheet