ASP ISOTOPES INC - Quantum Leap Energy and Necsa Sign Binding Heads of Agreement to Establish Joint Venture for HALEU Production in South Africa

Evidence from the filing

• QLE and Necsa established a binding commercial framework for a joint venture to develop, finance, construct, commission, own and operate test-bench and commercial-scale HALEU facilities.

  “The Agreement establishes a binding commercial framework for a joint venture between QLE and Necsa (the “Joint Venture”) to develop, finance, construct, commission, own, and operate a test bench and commercial-scale facility for the production of High-Assay Low-Enriched Uranium ("HALEU") at Necsa's Pelindaba site in South Africa.”

• QLE has secured offtake for the joint venture’s expected HALEU output through supply agreements with TerraPower.

  “Further, QLE has already secured offtake for the HALEU the Joint Venture is expected to produce through supply agreements with TerraPower, one of the world's leading advanced nuclear reactor developers.”

• QLE is expected to hold approximately 80% of the joint venture and lead its operations and capital arrangements.

  “Under the agreed principles, QLE will hold approximately 80% of the ownership interest in the Joint Venture and lead operations and the arrangement of capital. Necsa will hold approximately 20% of the Joint Venture and contribute site access, nuclear safeguards support, and licensing and regulatory support that are essential to progressing HALEU production in South Africa.”

• QLE received ministerial approval for specified source-material and nuclear-equipment activities at Pelindaba in July 2026.

  “In July 2026, QLE received approval from South Africa's Ministry of Electricity and Energy to acquire, possess, use, dispose of and transport source material and nuclear related equipment and technology to advance uranium enrichment activities at Pelindaba.”

• Refurbishment of infrastructure housing the existing Pelindaba test bench was underway, and engagement with relevant authorities had commenced.

  “At Pelindaba, a test bench facility was previously constructed, and the refurbishment of the infrastructure housing the test bench is currently underway, while engagements with the relevant authorities have commenced.”

• QLE has not applied its enrichment technologies to U-235 or received approval to test them on U-235, except for activities contemplated by its Necsa services contract.

  “The company has not applied its enrichment technologies to the enrichment of U-235, nor received permission or regulatory approval to conduct testing of our enrichment technologies on U-235, except for the activities contemplated by the services contract with Necsa.”

• QLE identifies future funding requirements, reliance on third parties, construction and commissioning, regulatory approvals and commercialisation as risks that could prevent expected outcomes.

  “There are many important factors that could cause actual results and financial condition to differ materially from those indicated in the forward-looking statements, including, but not limited to: the outcomes of various strategies and projects undertaken by ASPI and QLE; the potential impact of laws or government regulations or policies in South Africa, the United Kingdom or elsewhere; QLE’s future capital requirements and sources and uses of cash; QLE’s ability to obtain funding for its operations and future growth; QLE’s reliance on the efforts of third parties; QLE’s ability to complete the construction and commissioning of its enrichment plants or to commercialize isotopes using the ASP technology or the Quantum Enrichment Process; QLE’s ability to obtain regulatory approvals for the production and distribution of isotopes; the financial terms of any current and future commercial arrangements; QLE’s ability to complete certain transactions and realize anticipated benefits from acquisitions and contracts; dependence on QLE’s Intellectual Property (IP) rights, certain IP rights of third parties; the competitive nature of QLE’s industry; and the factors disclosed in Part I, Item 1A. “Risk Factors” of ASPI’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (as amended) and in ASPI’s subsequent reports and filings with the SEC.”

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