ASP Isotopes Inc. Announces Proposed Offering of Convertible Notes by Quantum Leap Energy

WASHINGTON, Feb. 18, 2024 (GLOBE NEWSWIRE) -- ASP Isotopes Inc. NASDAQ: ASPI ("ASP Isotopes” or “ASPI” or the “Company”), an advanced materials company dedicated to the development of technology and processes for the production of isotopes for use in multiple industries, announced today its intention to commence an offering by its wholly-owned subsidiary, Quantum Leap Energy LLC ("QLE”), of up to US$20 million aggregate principal amount of QLE’s convertible notes (the "Notes"), subject to market and other conditions (the "Notes Offering").

The Notes will be unsecured and may be convertible into common equity securities of QLE prior to maturity upon the occurrence of certain events, including an initial public offering, direct listing or a future equity financing, in each case at a price per share equal to the lower of 80% of the per share price in the applicable transaction or the per share value of one share of QLE’s common equity based on a set valuation cap.

The Notes will mature on the fifth anniversary of the initial closing, unless converted in accordance with their terms prior to such date. QLE may not repay the Notes prior to maturity, unless a change of control transaction occurs.

QLE intends to use the net proceeds from the Notes Offering for the planning for, building and development of laser enrichment production facilities, as well as general corporate purposes.

There can be no assurance that the Notes Offering will be consummated or, if consummated, QLE will sell the maximum principal amount of Notes offered.

The Notes are offered in offshore transactions outside the United States to non-U.S. persons in compliance with Regulation S under the United States Securities Act of 1933, as amended (the "Securities Act"). The Notes and the common equity securities of QLE deliverable upon conversion of the Notes (if any) have not been and will not be registered under the Securities Act or any other applicable securities laws, and may not be sold or otherwise transferred in the United States except under an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any other applicable securities laws. No offering of the Notes or the common equity securities of QLE deliverable upon conversion of the Notes (if any) is being made into the United States or to U.S. persons.