Powerhouse Ener Regulatory News (PHE)

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 12 September 2022

Powerhouse Energy Group Plc

 (the "Company", "Powerhouse" or "PHE")

Variation to Subscription and Warrant Agreement with Peel

Powerhouse Energy Group PLC (AIM: PHE), the pioneering integrated technology company which converts non-recyclable waste into low carbon energy, announced on 15 August 2022 that the Company was taking a 50% shareholding in Protos Plastics to Hydrogen No 1 Ltd. Further to the announcement of 5 September 2022 in which the Company announced variations to existing agreements with Peel NRE Ltd, Powerhouse is pleased to announce a variation to the Subscription and Warrant Agreement as follows:

The Subscription and Warrant Agreement dated 9 September 2020 was made between (1) Peel Holdings (IOM) Limited ("Peel") and (2) Powerhouse Energy Group Plc (the "Agreement"). This was originally announced as part of a wider fundraising in which ordinary shares in PHE were issued for cash at 2.5p per share ("Issue Price").

Under the terms of the Agreement, Powerhouse agreed to grant to Peel a warrant to subscribe for 371,510,069 new Ordinary Shares ("Peel Warrant"). The Peel Warrant is exercisable (in whole or in part) within 6 months of financial close of Protos and was subject to a long-stop date of 2 years from the date of the grant. Further to the variation, this date has been extended until 31 March 2023. The exercise price of the Peel Warrant is 2.75p per share. The Peel Warrant provides Peel with a conditional right to subscribe up to approximately £10.2 million for up to 10% of the Company at a 10% premium to the Issue Price.

 Peel will be prohibited from trading shares issued upon exercise of the Peel Warrant for a period of 12 months from the date of Admission (subject to customary carve-outs).

All other terms and conditions remain unchanged.

Keith Riley, Interim Chairman and Acting CEO of PHE commented:

"This is the next step forward in establishing PHE's position as a 50% shareholder in the Plastics to Hydrogen project to be built on the Protos Plastic Park. We are in the process of finalising new Articles for the project development company and a Subscription and Shareholders Agreement, which will appoint PHE directors to that company's board. Further announcements will be made as matters progress."

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About Powerhouse Energy Group plc

Powerhouse Energy has developed a process technology which can utilise waste plastic, end-of-life-tyres, and other waste streams to convert them efficiently and economically into syngas from which valuable products such as chemical precursors, hydrogen, electricity, heat and other industrial products may be derived.

Powerhouse Energy's process produces low levels of safe residues and requires a small operating footprint, making it suitable for deployment at enterprise and community level.

Powerhouse Energy is quoted on the London Stock Exchange's AIM Market under the ticker: PHE and is incorporated in the United Kingdom.

For more information see www.powerhouseenergy.co.uk