Offering, issue price, prospectus, risks and subscription

Assist to get small-scale nuclear fusion off the ground !

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Convectron experiments at KEMA High Power Laboratory, Arnhem, The Netherlands, 1987

Offering, issue price, prospectus, risks and subscription

Purchase of depository receipts (subscription)

By purchasing depository receipts of shares in the Company the investor will contribute to the execution of its Research, development and demonstration plan (the "Project"), and become co-owner of its future results.

Depository receipts can be purchased by submitting a subscription. The procedure for this is straightforward. By clicking here or on the button on the right side of each page on this web site, the special subscription page for purchasing depository receipts is accessed. A new investor first needs to register and to provide his/her relevant personal details. He/she will then receive an email with a password for access. With this, he/she can login and start the online subscription by indicating and confirming the number of depository receipts he/she intends to purchase.

Payment

Payment of the indicated amount of the purchase can be done either directly online, or by self-initiated bank credit transfer, or by providing a once-only direct debit mandate to the Issuer for collection from the bank account of the subscriber. After subscription, the investor will receive a confirmation email stating the number of depository receipts purchased and the amount of the purchase.

The confirmation email also has a link to the agreement that needs to be concluded between the issuer and the investor concerning the purchase. The investor can confirm the agreement electronically. The agreement can be printed, and is afterwards available at the personal registration page of the investor at the web site. After reception of the payment the investor is included in the register of depository receipt holders as the owner of the depository receipts concerned. Alternatively, subscription can also be done by submitting a completed and signed paper copy of the subscription form together with two signed paper copies of the template of the agreement. Both documents are available for download and print from the web site. A subscription cannot be withdrawn.

Read prospectus, consider the risks before investing

Each prospective investor shall carefully review all information provided in the prospectus, especially but not limited to the information provided in the chapter "Risk factors", and shall make his or her own independent examination and assessment of the Company and the Issuer, and of the merits and demerits, and of the risks, of investing in the depository receipts offered, taking into account his or her personal circumstances. Any decision to invest in the offered depositary receipts shall be based on consideration of the prospectus as a whole by the investor.

Each prospective investor is explicitly advised that an investment in the offered depository receipts entails a substantial financial risk. Furthermore, each prospective investor is advised, before making a decision to invest in the depository receipts, to consult his or her financial, legal and tax advisors to carefully review the risks associated with an investment in the depository receipts, especially also in view of the personal circumstances of the prospective investor.

Offering and issue price

The offering concerns 24,999 depository receipts of new class B ordinary shares. One depository receipt corresponds to one class B share of € 0.10 (ten eurocents) par value. The depository receipts are issued with cooperation of the Company, and the Issuer executes the issue in close cooperation with the Company. The issue price is fixed and amounts to € 100.00 (one hundred euro) per depositary receipt, representing a share premium of € 99.90 per share.

For each issued depositary receipt, the Issuer will purchase one new ordinary class B share in the Company, at a price of € 100.00 (€ 0.10 nominal value and € 99.90 share premium). Issued depositary receipts will be registered, in the name of the holder, in the register of depositary receipts, which will be kept by the Company on behalf and under supervision of the Issuer.

Allotment and subscription period

Subscriptions will be immediately allotted in order of the receipt of the respective payments, up to the maximum number of available depositary receipts. Payments received after allotment of all available depositary receipts will be returned without charge. Subscription is open from the date of publication of this prospectus, for a period of one year, or until all depositary receipts have been issued.

Start of activities, procedure on partial subscription

Research and development activities will start within three months after the start of the issue, and, as far as needed, will be synchronised with the available budget.

If not all depository receipts will have been issued within the duration of the issue, the Issuer will call a meeting of the holders of depository receipts of class B shares to discuss and decide between three possible courses of action: (1) extension of the issue by means of publication of an updated prospectus, and continuation of the research and development activities, synchronised as needed with the available budget; (2) closure of the issue, and continuation of the research and development activities with a revised budget adapted to the available financial resources; (3) discontinuation of the activities and cancellation of the issue.

In case of a decision according to option 3, the investors will be proportionally reimbursed for their investment after deducting all actual costs incurred by the Company and the Issuer, including the operational costs, the costs of the issue and the campaign, the costs of the research and development activities performed, and the costs of the dissolution of the Company and the Issuer.

Entitlement to share premium reserve

In case of an unsuccessful end of the activities and dissolution of the Company, only the holders of depository receipts of class B shares will be entitled to proportional refund of the remaining share premium reserve. The holders of class B shares (and thereby the holders of depository receipts in respect of class B shares) remain solely entitled to the share premium reserve paid on the depository receipts. Following a successful completion of the Project, the reserve will be supplemented, if needed gradually, and conditions permitting, either from a next share issue, or from future revenues, or a combination, and will be placed at the disposal of the holders of the class B shares.

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