Global Technologies, Ltd and Tersus Power, Inc. Enter into Definitive Share Exchange Agreement

Rhea-AI Summary

Global Technologies, Ltd (GTLL) announced a Definitive Share Exchange Agreement with Tersus Power, Inc. on March 9, 2022. The agreement follows a Letter of Intent from November 2021. Upon closing, Tersus shareholders will receive a pro-rata number of shares representing 75% of GTLL's outstanding stock. The merger will prompt a name change to Tersus Power, Inc.

Additionally, GTLL has rescinded a spin-off of its logistics subsidiary, Markets on Main, Inc., allowing it to provide logistics for Tersus Power’s hydrogen fueling facilities. Shareholders will have a Rights Offering to purchase additional Tersus shares.

Positive

• Enter into a Definitive Share Exchange Agreement with Tersus Power, enhancing business diversification.
• Shareholders will have a Rights Offering, potentially increasing equity stake in the new entity.

Negative

• The reverse stock split may dilute existing shareholder value if not managed well.
• Rescinding the spin-off of Markets on Main could indicate dependency on the logistics unit.

ST. PETERSBURG, Fla., March 11, 2022 (GLOBE NEWSWIRE) -- Global Technologies, Ltd (OTC Pink: GTLL) (the “Company”), a holding corporation, which, through its subsidiaries, has operations engaged in the online sales of CBD and hemp-related products, the acquisition of intellectual property in the safety and security space, and as a portal for entrepreneurs to provide immediate access to live shopping, e-commerce, distribution and logistics, is pleased to inform shareholders that it has entered into a Definitive Share Exchange Agreement with Tersus Power, Inc. (“Tersus Power”).

Terms

As previously announced on November 17, 2021, the Company entered into a Letter of Intent to acquire Tersus Power. On March 9, 2022, the Company entered into a Share Exchange Agreement (the “Exchange Agreement”) with Tersus Power and the Tersus Shareholders. Under the terms of the Exchange Agreement, at Closing the Company shall deliver to the Tersus Shareholders a to-be-determined pro-rata number of shares of the Company’s Class A Common Stock for each one (1) share of Tersus common stock held by the Tersus Shareholder (the “Exchange Ratio”). Such shares of the Company’s Class A Common Stock shall collectively (i) be referred to as the “Exchange Shares”, and (ii) constitute 75% of the issued and outstanding shares of stock, of all classes, of the Company immediately following the Closing. Conditions precedent to the Closing shall require the Company to complete the following corporate actions: (i) the Company will have completed a merger with and into its wholly owned subsidiary sufficient to change its name to “Tersus Power, Inc.”, a Delaware corporation, with an authorized capital of 500 million shares of common stock (of one class), and 10 million shares of preferred stock (none of which will be authorized as a particular series), (ii) the Company will have completed, and FINRA will have recognized and effectuated, a reverse split of its common stock in a range between 1-for-1,000 and 1-for-4,000, at a level that is acceptable to the Parties, (iii) all of the holders of the Company’s Series K Preferred Stock and Series L Preferred Stock will have converted their preferred shares into Class A Common Stock of the Company, and (iv) certain nominees by the Tersus Shareholders shall be appointed to the Company’s Board of Directors.

Unless the Exchange Agreement shall have been terminated and the transactions therein contemplated shall have been abandoned, the closing of the Exchange (the “Closing”) will take place at 5:00 p.m. Pacific Time on the second business day following the satisfaction or waiver of the conditions (the “Closing Date”). Either party may terminate the Exchange Agreement if a Closing has not occurred on or before June 30, 2022.

Michael Rosen, President of Tersus Power, stated “It is gratifying to move from the LOI stage of the merger with GTLL into today’s announced Definitive Share Exchange Agreement, in preparation for next step filings with the SEC. It is also exciting that our engineers are ready to commence testing on the impact of processing hydrogen on metals comprising the Tersus Next Generation Hydrogen Fuel Generator. We will provide updates of the metallurgical testing in upcoming press releases.”

Markets on Main, Inc. Update

The Company has elected to rescind the previously announced spin-off of its logistic subsidiary, Markets on Main, Inc. (“MOM”), as Tersus Power has determined that MOM will be able to provide the logistics services much needed by it in the roll out of its hydrogen fueling and active storage facilities.

As such, the Company has elected to grant its shareholders as of the Record Date a Right (the “Rights Offering”) to purchase additional shares of Tersus Power at a to be determined pro rata ratio of 2:1 to 5:1, or two shares for every one share owned to five shares for every one share owned. The shares to be issued in the Rights Offering will be registered with the Securities and Exchange Commission. The Record Date, pro rata ratio and price per share will be announced approximately 30 days prior to the Closing Date.

About Global Technologies, Ltd:

Global Technologies, Ltd, based in St. Petersburg, Florida, is a holding corporation, which, through its subsidiaries, has operations engaged in the online sales of CBD and hemp-related products, the acquisition of intellectual property in the safety and security space, and as a portal for entrepreneurs to provide immediate access to live shopping, e-commerce, product placement in brick-and-mortar retail outlets and logistics. For further information, please visit the Company’s website at www.globaltechnologiesltd.info.

About Tersus Power, Inc.:

Tersus Power Inc. was founded in 2021 as a contract manufacturer that will build and deliver Modular Hydrogen Fueling stations across the U.S and Canada. Tersus Power is located in Nevada and in the process of commissioning a facility to manufacture the initial prototypes and then ramp-up to manufacture 10 modular fueling stations per month. The facility will be located in the Pittsburgh, Pennsylvania, metroplex.

Tersus Power's Next Generation Modular Hydrogen Fueling Station is based on the functionality of a newley designed steam methane reformer (SMR), with unique components and a high-capacity daily hydrogen output. Tersus Power’s next generation Modular Hydrogen Fueling Station will generate up to 1,250 kilograms of pure hydrogen daily. For further information, please visit the Company’s website at www.tersuspower.com.

Forward-Looking Statements and Disclaimer

Statements made in this press release that express the Company or management's intentions, plans, beliefs, expectations or predictions of future events, are forward-looking statements. The words "believe," "expect," "intend," "estimate," "anticipate," "will" and similar expressions are intended to further identify such forward-looking statements, although not all forward-looking statements contain these identifying words. Those statements are based on many assumptions and are subject to many known and unknown risks, uncertainties and other factors that could cause the Company's actual activities, results or performance to differ materially from those anticipated or projected in such forward-looking statements. The Company cannot guarantee future financial results; levels of activity, performance or achievements and investors should not place undue reliance on the Company's forward-looking statements. No information contained in this press release should be construed as any indication whatsoever of the Company's future financial performance, future revenues or its future stock price. The forward-looking statements contained herein represent the judgment of the Company as of the date of this press release, and the Company expressly disclaims any intent, obligation or undertaking to update or revise such forward-looking statements to reflect any change in the Company's expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based. No information in this press release should be construed as any indication whatsoever of the Company's future revenues or results of operations.

Contact:

Global Technologies, Ltd
(727) 482-1505
info@globaltechnologiesltd.info

FAQ

What is the share exchange agreement between Global Technologies and Tersus Power?

Global Technologies entered a share exchange agreement allowing Tersus shareholders to receive 75% of GTLL's outstanding stock.

When is the closing date for the share exchange agreement of GTLL?

The closing date is set for the second business day after the conditions are satisfied, with a deadline of June 30, 2022, for completion.

What does the Rights Offering entail for GTLL shareholders?

GTLL shareholders will have the right to purchase additional shares of Tersus Power at a ratio of 2:1 to 5:1, with details to be announced before the closing.

What is the expected impact of the reverse stock split on GTLL's stock?

A reverse stock split between 1-for-1,000 and 1-for-4,000 may lead to dilution of existing shareholder value.