Foresight Enters Non-Binding Term Sheet To Acquire 50.01% Controlling Stake In A Polish Data Center Development Company; Price To Be Decided By Independent Evaluation; Company Expects To Contribute Estimated ~$1M And Additional Shareholder Loans Of Up To $2.5M To Advance The Two Projects

The Data Centers Company is expected to hold a 66.67% interest in each of two Polish project companies developing data centers in Warsaw and Wroclaw, two of the biggest and growing cities in Poland. The Warsaw project has a planned power capacity of 130 MW, while the Wroclaw project has a planned capacity of up to 140 MW, representing combined planned capacity of up to 270 MW.The remaining 33.33% interest in both projects will be held by Polish development entrepreneurs who are engineering experts leading national grid connection processes, techno-economic analysis and regulatory matters and lead the securing of grid connection terms for projects totaling several gigawatts.The Warsaw project, located in Ożarów, Poland, includes approximately 3.2 hectares of secured land, with an additional 2.2-hectare option. A grid connection application has been submitted, with final permit currently expected by the end of 2027. The Wroclaw project encompasses approximately 10 hectares, with its feasibility study completed and land currently under negotiation.According to the data produced by the European Data Centre Association , Poland’s colocation capacity is forecast to increase from approximately 29 MW in 2026 to 511 MW by 2031, underscoring the country’s position as a growing data center market in the Central and Eastern Europe.The purchase price for the 50.01% interest in the Data Centers Company will be determined based on an independent valuation to be prepared by a mutually agreed independent valuation firm prior to execution of definitive agreements. The consideration would be financed in full through a seller loan.At closing, Foresight expects to also contribute an amount currently estimated at approximately $1 million, representing its pro rata share of the Data Centers Company’s outstanding shareholder loans, and would commit to provide additional shareholder loans of up to $2.5 million to advance the two projects. To fund these obligations, the Data Centers Company current shareholders, or anyone on their behalf, shall provide Foresight with a convertible loan facility, from time to time, of up to US$3,500,000, all subject to an agreed budget, business plan and projects milestones, with terms to be agreed upon a separate agreement.The proposed transaction remains subject to the completion of Foresight’s due diligence, an independent valuation, agreement on definitive transaction documents and transaction structure, and receipt of required corporate, regulatory, stock exchange, governmental, financing, and third-party approvals.Eli Yoresh, the Company’s Chief Financial Officer, owns a 10% stake in the Data Centers Company.