Public disclosure of inside information according to article 17 MAR
iQ International AG: IQ International AG Signs Amalgamation Agreement with Shareholders of TerraScale, Inc.
Zug, Switzerland, 10 May 2021 (pta035/10.05.2021/19:50 UTC+2) iQ International ("iQ") has signed an amalgamation agreement with the shareholders of TerraScale, Inc. ("TerraScale"), a Delaware/US corporation, active in the field of green digital infrastructure through the means of data centers (the "TerraScale transaction"). Pursuant to the amalgamation agreement TerraScale will become a fully owned subsidiary of iQ. In return, TerraScale's shareholders shall receive 61,067,706 newly issued iQ shares via a substantial capital increase to be resolved by the shareholders of iQ (with a 2/3 qualified majority represented at the shareholders' meeting). Such shareholders' meeting will presumably take place in July 2021. The envisaged capital increase equals 66.26% of iQ's current outstanding share capital (and 49% of iQ's capital on a fully diluted basis, i.e. when taking into consideration all options granted but not yet exercised). iQ's management is optimistic that following the consummation of the TerraScale transaction iQ's credit rating will improve significantly so that its current financing problems, and the pending moratorium, can be cured within the near future. Therefore, in light of the TerraScale transaction, iQ's management has decided not to continue the negotiations with the Asian fund regarding the envisaged debt and equity financing. Following the closing of the TerraScale transaction it is likely that iQ will be renamed to "TerraScale" and the board members and management of iQ will change. The listing of the iQ shares will continue.