VivoPower announces binding heads of agreement to merge Tembo into NASDAQ listed CCTS at an indicative US$838m Equity Value - Seite 2

• The transaction is subject to final execution of a Business Combination Agreement.
  An independent fairness opinion will also be completed and filed together with the F-4.
  
• All cash remaining in CCTS’s Trust account immediately after the closing of the business combination will be available to the surviving entity for working capital, growth, and other general corporate purposes.
• The Business Combination Agreement incorporating a fairness opinion is expected to be completed in May 2024, whilst the transaction is targeted to close in August 2024.

Additional information about the proposed merger, including a copy of the merger agreement and other material documentation will be filed with the SEC and available at www.sec.gov. An S-4 registration statement will also be filed with the SEC, which will contain a proxy statement/prospectus in connection with the business combination.

Chardan Capital Markets LLC is acting as financial advisor to VivoPower and Tembo on this transaction.

About Cactus Acquisition Corp. 1 Limited

Cactus Acquisition Corp. 1 Limited is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination. For more information, visit https://cactusac1.com

About Tembo

Tembo electric utility vehicles (EUVs) are the premier 100% electric solution for ruggedised and/or customised applications for fleet owners in the mining, agriculture, energy utilities, defence, police, government, humanitarian, and game safari industries. Tembo provides safe, high-performance off-road and on-road electric utility vehicles that meet exacting standards of safety, reliability, and quality. Its core purpose is to provide safe and reliable electrification solutions for utility vehicle fleet owners -globally, helping perpetuate useful life, reduce costs, maximise return on assets, meet ESG goals and activate the circular economy. Tembo is a subsidiary of the NASDAQ listed B Corporation, VivoPower International PLC.  

About VivoPower

VivoPower is an award-winning global sustainable energy solutions B Corporation company focused on electric solutions for off-road and on-road customised and ruggedised fleet applications, battery and microgrids, solar and critical power technology and services. The Company’s core purpose is to provide its customers with turnkey decarbonisation solutions that enable them to move toward net-zero carbon status. VivoPower has operations and personnel in Australia, Canada, the Netherlands, the United Kingdom, the United States, the Philippines, and the United Arab Emirates.