Latest news with #TerrestrialEnergy
The Herald Scotland
28-05-2025
- Business
- The Herald Scotland
Watchdog probes Springbank baron over nuclear firm meeting
The paper stated that Lord Duncan of Springbank helped Terrestrial Energy secure a meeting in 2023 with Andrew Bowie, then the UK nuclear minister. READ MORE: Lord Duncan, who has also served as a junior climate minister, has been an adviser to Terrestrial Energy since 2020. The company is developing a new type of nuclear reactor it claims can be built more quickly and cheaply than traditional power stations. Although Lord Duncan has not received a salary for the role, he has been granted share options—allowing him to buy company shares at a preferential rate if the business becomes profitable. Documents released under freedom of information legislation show that, in 2023, Lord Duncan forwarded a letter from Terrestrial Energy's chief executive, Simon Irish, to Mr Bowie. In the letter, Mr Irish requested a meeting with the minister to introduce himself and brief him on the firm's products. He noted that, alongside a partner, the company had 'applied for a grant from [the] UK's nuclear fuel fund programme'. In his accompanying email, Lord Duncan wrote: 'Sorry this letter has taken so long to get to you … The chap in question is in town week commencing 1 May, if you have any availability. I realise it's short notice but I thought it might be better than a Zoom. Good to see your youngster bobbing up on my timeline beaming away merrily. Please pass on my best wishes to [name redacted].' A Whitehall official later replied confirming that Mr Bowie 'would be pleased' to meet Mr Irish and asked for his contact details. The House of Lords Commissioners for Standards' website confirms that Lord Duncan is under investigation for a 'potential breach' of paragraph 9(d) of the 12th edition of the House of Lords Code of Conduct, which states that "Members must not seek to profit from membership of the House by accepting or agreeing to accept payment or other incentive or reward in return for providing parliamentary advice or services." Responding to the Guardian last month, Lord Duncan denied breaching any rules, describing the meeting as a 'continuation of the dialogue' between Terrestrial Energy and the UK Government. 'In forwarding on this letter to Andrew Bowie, I was introducing a representative from a company already known to the government and with whom the representatives of the government had met previously,' he said. Lord Duncan added that he had not received any additional share options or remuneration since 2020. 'Such options in private companies have no value when granted, and only have prospective value on an exit, which is entirely uncertain, and may be many years after the grant.'
The Guardian
28-05-2025
- Business
- The Guardian
Watchdog investigates Tory peer over nuclear firm's meeting with minister
The House of Lords watchdog has launched an investigation into a Conservative peer who helped to secure a meeting with a government minister for a Canadian nuclear technology company he was advising. The watchdog will examine evidence that Ian Duncan potentially breached parliamentary rules when he facilitated an introduction between the minister and the company's chief executive while he was on the company's advisory board. He is the fourth peer to face a conduct inquiry after a project by the Guardian examining the commercial interests of members of the upper chamber. Two others, Lord Dannatt and Lord Evans of Watford are under investigation. Earlier this month, Iain McNicol, a Labour peer, apologised for breaking the House of Lords code of conduct after he had written to the Treasury to promote a cryptocurrency firm that was paying him. The Lords commissioners for standards has launched the inquiry into whether Lord Duncan of Springbank had breached the rules that forbid peers from seeking 'to profit from membership of the house by accepting or agreeing to accept payment or other incentive or reward in return for providing parliamentary advice or services'. Duncan has previously denied that he had broken the rules. The investigation comes after the Guardian revealed in April that he had helped the company, Terrestrial Energy, to secure the meeting in 2023 with Andrew Bowie, the nuclear minister at the time. The meeting enabled Terrestrial Energy's chief executive to lobby for easier access to UK government funding. Terrestrial Energy is developing a new kind of nuclear reactor that it believes can be built more quickly and cheaply than traditional nuclear power stations. As part of the drive to meet net zero targets, the British government has been providing grants to companies working to develop new technologies in this field. Duncan, a former junior climate minister, has been an adviser to the company since 2020. He has not received a salary for the position but was given share options instead. These options give him the right to buy shares in the company at a preferential rate if they become profitable. Documents released under freedom of information legislation show that, in 2023, Duncan forwarded a letter from Simon Irish, Terrestrial Energy's chief executive, to Bowie. In the letter, Irish asked for a meeting with Bowie to 'introduce himself and Terrestrial Energy' so he could brief the minister on the company's products. He also wrote that, with a partner, the company had 'applied for a grant from [the] UK's nuclear fuel fund programme'. In his email to Bowie, Duncan, signing himself off as 'Lord D of S', said: 'Sorry this letter has taken so long to get to you … The chap in question is in town week commencing 1 May, if you have any availability. I realise it's short notice but I thought it might be better than a zoom. Good to see your youngster bobbing up on my time line beaming away merrily. Please pass on my best wishes to [name blacked out].' A Whitehall official sent an email back to say Bowie 'would be pleased' to meet Irish, and requested his contact details. Duncan provided them. He also forwarded the civil servant's email to Irish, advising the chief executive to contact officials directly to set up the meeting. When previously contacted, Duncan said that he did not believe he had broken Lords rules and that the meeting was a 'continuation of the dialogue' between Terrestrial Energy and the government, as the company had held previous meetings with ministers and officials before his involvement. 'In forwarding on this letter to Andrew Bowie, I was introducing a representative from a company already known to the government and with whom the representatives of the government had met previously.' Terrestrial Energy, he added, had not given him any further share options since 2020 nor any other remuneration. 'Such options in private companies have no value when granted, and only have prospective value on an exit, which is entirely uncertain, and may be many years after the grant.' Duncan, who has been a peer since 2017 and is a deputy speaker in the upper chamber, did not attend the meeting that took place in June 2023.
The Guardian
10-04-2025
- Business
- The Guardian
Tory peer helped secure meeting with minister for Canadian firm he advises
A Conservative peer helped to secure a meeting with a minister for a Canadian company he was advising while it was seeking government funding worth millions of pounds. Ian Duncan was on an advisory board of Terrestrial Energy, a nuclear technology company, when he 'facilitated an introduction' between its chief executive and a new energy minister while the company was applying for a government grant. The revelation raises questions for Duncan about whether his actions broke House of Lords rules. The meeting with Andrew Bowie, the nuclear minister at the time, enabled the chief executive of Terrestrial Energy to lobby for easier access to UK government funding. Lord Duncan of Springbank has been an adviser to the company since 2020, after he was recruited by another peer, Lady Bloomfield. He took the position months after a stint as a junior climate minister. He does not receive a salary for the role, but was given share options at the outset of his appointment. These give him the right to buy shares in the company at a preferential rate if they become profitable. In March, the company announced a deal that would result in its shares being listed on a US stock market at the end of the year, with the company valued at about $1bn. The move could allow Duncan to make a significant profit. Terrestrial Energy, founded in 2013 in Canada, is developing a new type of nuclear reactor that it believes can be built more quickly and cheaply than traditional nuclear power stations. The company moved its headquarters to the US last year. In announcing its plans last month to list on the stock exchange, the company highlighted the 'seasoned, experienced team' on its advisory board, including members who have previously worked within government. The British government has been providing grants to help develop a new generation of nuclear technologies, as part of meeting net zero targets. Documents released under freedom of information laws show that in April 2023 Duncan forwarded a letter from Simon Irish, Terrestrial Energy's chief executive, to Bowie, the nuclear minister at the time. Irish's letter requested a meeting with Bowie to 'introduce himself and Terrestrial Energy' so he could brief the minister on the company's products. He also wrote that, with a partner, the company had 'applied for a grant from [the] UK's Nuclear Fuel Fund program'. Duncan, signing himself off as 'Lord D of S', said in the email to Bowie: 'Sorry this letter has taken so long to get to you … The chap in question is in town week commencing 1 May, if you have any availability. I realise it's short notice but I thought it might be better than a zoom. Good to see your youngster bobbing up on my time line beaming away merrily. Please pass on my best wishes to [name blacked out].' A civil servant emailed back to say Bowie 'would be pleased' to meet Irish, and asked for his contact details. Duncan provided them. He also forwarded the civil servant's email to Irish, advising the chief executive to contact officials directly to arrange the meeting. Peers are banned under House of Lords rules from seeking to 'profit from membership of the house'. They are barred from making use of their position to 'help others to lobby' members of either house, ministers or officials, 'by whatever means'. Dr Jonathan Rose, a political integrity expert at De Montfort University, said Duncan's conduct appeared to be 'extremely problematic'. 'I think there needs to be an investigation specifically into Lord Duncan to understand whether he actually did break the rules. It seems to me that he is providing parliamentary advice and services, which he's not allowed to do.' Details of Duncan's conduct are being published by the Guardian as part of the Lords debate, a series examining the role of the House of Lords and the conduct of its members, at a time when the government is proposing to reform the upper chamber. In response to questions from the Guardian, Duncan said he did not believe he had broken Lords rules. He said the meeting was a 'continuation of the dialogue' between Terrestrial Energy and the government, as the company had held previous meetings with ministers and officials before his involvement. Duncan said: 'Simon Irish sought, and I facilitated, an introduction to the new minister [Bowie].' He added: 'In forwarding on this letter to Andrew Bowie, I was introducing a representative from a company already known to the government and with whom the representatives of the government had met previously.' He said he had made Bowie aware 'informally' that he had a financial interest in Terrestrial Energy. He said Terrestrial Energy had not given him any further share options since 2020 nor any other remuneration. 'Such options in private companies have no value when granted, and only have prospective value on an exit, which is entirely uncertain, and may be many years after the grant,' he added. He declares in his House of Lords register that he is an adviser to the company. The meeting took place on 12 June 2023, when Irish returned to the UK. According to an official note of the meeting, Terrestrial Energy pressed Bowie to make it easier for the company to get access to 'grant programmes which are not overbearing and prescriptive and are 'easy access''. Duncan, who has been a peer since 2017 and is a deputy speaker in the upper chamber, did not attend the meeting. The following month, a consortium of three companies including Terrestrial Energy was awarded a £2.9m government grant. There is no suggestion that this grant, for which Terrestrial Energy had applied earlier in the year, came about as a result of the June meeting. Bowie did not respond to requests for comment from the Guardian. Terrestrial Energy said: 'Lord Duncan facilitated the exchange of introductions and contact details between Simon Irish and the office of the new nuclear minister.' It added that the June meeting 'resulted from the direct engagement of Terrestrial Energy with the government, after the government reached out to Simon Irish'. 'Lord Duncan made clear upon joining Terrestrial Energy that he was bound by the code of conduct of the House of Lords.'
The Guardian
09-04-2025
- Business
- The Guardian
Questions over Tory peer's support for nuclear company's UK ambitions
A Conservative peer faces questions over her long-running support for a Canadian nuclear technology company hoping to develop the next generation of power stations in the UK. Olivia Bloomfield has acted in support of the company, Terrestrial Energy, since 2018, including in advisory roles for which she received share options. She organised for top executives of the company to meet ministers on two occasions in 2018. Later, while a whip in Boris Johnson's government, she helped recruit two fellow peers to the company's advisory board. Once Lady Bloomfield had stepped down from government, she was given share options, which could prove highly valuable later this year when Terrestrial Energy launches its shares publicly for the first time on an American stock exchange, with an estimated value of $1bn (£770m). Jonathan Rose, a political integrity expert at De Montfort University, said there were questions 'about whether she has always acted with openness and accountability'. He said the meetings in 2018 with ministers and Bloomfield's appointment as an adviser shortly afterwards, for which she received share options, raised 'serious questions' about whether she had broken the House of Lords rules, which he said the Lords commissioners for standards 'should investigate as a matter of urgency'. Bloomfield said she had been 'scrupulous' in her declarations and 'strongly' maintained she did not breach the code of conduct. Bloomfield, now a Conservative whip and shadow Welsh minister, joined the Lords in 2016 after being nominated by David Cameron when he quit Downing Street. She ran Tory fundraising from 2006 to 2010. In the House of Lords, Bloomfield developed an interest in nuclear energy and took up a fellowship that provided her with knowledge of and access to the industry. Her support for Terrestrial Energy appears to have begun around April 2018, when she met the then junior business minister Richard Harrington with executives from the company, including its CEO, Simon Irish, according to official documents gained through freedom of information legislation. The meeting was organised after Bloomfield contacted Harrington. She noted that she had 'no commercial interest' with Terrestrial Energy at that time. Beforehand, Whitehall officials said they had been 'ambushed' by Bloomfield to hold a meeting. They wrote in an email to the business minister that she 'strongly represents the views' of the company and that it was 'apparent from previous correspondence' she would be 'lobbying [for] the best interests of Terrestrial Energy'. They noted that Bloomfield had already introduced the company to officials working with Alun Cairns, the then minister responsible for Wales. Officials' notes of the meeting with Harrington said Terrestrial Energy had pushed for government grants to be given to companies developing reactors. Two months later, on 5 June 2018, Bloomfield and another Terrestrial Energy executive met Stuart Andrew, a junior minister in the Wales Office. An official's notes show they pressed for Terrestrial Energy's reactors to be developed in Wales. Bloomfield had helped to secure the meeting with Andrew and sent the Wales Office documents drawn up by Terrestrial Energy to promote its case. Later the same month, she was appointed an adviser to the company. On 21 June, Terrestrial Energy awarded her share options, a right to buy shares in the company at a fixed price after a set period of time. She told the Guardian that she took the options for the role instead of a fee because Terrestrial Energy had yet to make a profit. Members of the House of Lords are not permitted to provide parliamentary services in return for payment. Bloomfield said she had 'no financial involvement or interest in Terrestrial Energy' when she organised either of the meetings and there was therefore no breach of the House of Lords' rules. At issue is whether she had started discussing a commercial role with Terrestrial Energy when she attended the meeting with the Welsh minister on 5 June. When asked, Terrestrial Energy and Bloomfield both declined to answer this question. She described the April meeting with Harrington as purely 'educational' about next-generation nuclear technologies, but declined to provide any details of her meeting in June. Rose said: 'I think there are serious questions to answer about whether at the time of the June meeting she had agreed to accept a payment or incentive in the form of the share options – particularly given how quickly they were granted after.' In late July 2019, Bloomfield was appointed to Johnson's government as a Lords whip. Her duties included speaking in debates on behalf of a few departments if their minister was unavailable, including for the energy department. She said she relinquished the share options and her role in Terrestrial Energy on her appointment. However, she continued to support the company while a minister. Until February 2020, one of Bloomfield's frontbench colleagues in the Lords was Ian Duncan, a climate minister in the energy department. She said that when she stood down from the advisory board she 'replaced' herself with Lord Duncan and another peer, John Browne, the former BP chief executive. Duncan's appointment began in October 2020. Browne did not start his role until February 2023. In April 2021, Anne-Marie Trevelyan, an energy minister at the time, held a meeting with Irish. Trevelyan met the Terrestrial Energy chief executive 'on the recommendation' of Bloomfield, according to an email from an official in Trevelyan's private ministerial office. A readout of the meeting days later shows Irish asked if the government would consider 'grant/financing opportunities' and adapt the scope of a government-funded programme on nuclear fuel development. Trevelyan, the readout says, expressed interest in his proposal. Bloomfield said it was 'unlikely' she would have only recommended Trevelyan meet Terrestrial Energy. Trevelyan did hold other meetings with nuclear companies, including with companies that are partners of Terrestrial Energy, but Bloomfield declined to give any further details on other recommendations she may have given. In April 2022, Bloomfield attended a meeting of the all-party parliamentary group on small modular reactors, which was hearing a presentation from Terrestrial Energy. Bloomfield declared she was formerly on the company's advisory board. She cited having previously introduced Terrestrial to a minister in 2018, 'when there was a very firmly closed door!', according to minutes of the meeting. Bloomfield returned to the company in August 2023, less than three months after leaving government, and was awarded fresh share options as remuneration for a role as an 'ad hoc consultant responsible for future fundraising and headhunting suitable individuals to join the firm'. Susan Hawley, a campaigner and director of Spotlight on Corruption, said: 'That she went on to be rehired by the company having played such an apparently useful role to the company as a minister is deeply concerning and suggests that further investigation is in order.' Bloomfield said she went through 'all the proper channels'. She added that she had received approval from the Advisory Committee on Business Appointments (Acoba), which regulates jobs taken up by former ministers. Bloomfield said to the Acoba committee she had had no official contact with Terrestrial Energy while a whip. She does not appear to have told the committee about her attendance at the all-party parliamentary group meeting in April 2022 or about her role in hiring two peers to the company's advisory board, while she was a minister. A spokesperson for Terrestrial Energy said: 'We trust and require that our employees and advisers always operate in line with all relevant laws, ethics policies, regulations and codes of conduct that apply. We would take any breaches of those rules by our representatives very seriously.' They added they were aware of the Lords code of conduct and had been assured by Bloomfield that she had 'only ever acted for us in accordance with that code'. From the backbenches, at times declaring her role as an adviser to Terrestrial Energy, Bloomfield has continued to speak in the Lords on the merits of advanced modular reactors, a version of which the company is developing.
Associated Press
26-03-2025
- Business
- Associated Press
Terrestrial Energy to Become First Publicly Traded Molten Salt Nuclear Reactor Developer Through Combination with HCM II Acquisition Corp.
Terrestrial Energy Inc. ('Terrestrial Energy' or the 'Company') is developing a small modular nuclear plant (the Terrestrial 'IMSR plant') using proprietary Generation IV Integral Molten Salt Reactor (IMSR) nuclear technology. Terrestrial Energy's IMSR plant will supply high- temperature, clean, firm and flexible heat and electricity, with sector-competitive economics and leading time-to-market at fleet scale. The Transaction will provide approximately $280 million in gross proceeds consisting of $50 million in common stock PIPE commitments at $10.00 per share from new non-affiliated fundamental institutional investors, and approximately $230 million of cash held in HCM II Acquisition Corp.'s ('HCM II') trust account before potential redemptions. Proceeds will be used to accelerate commercial deployment of Terrestrial Energy's IMSR technology and to pay transaction expenses. The Transaction values Terrestrial Energy at a pre-money equity value of $925 million, providing an attractive entry point for HCM II shareholders. The pro forma enterprise value of the new public company is expected to be approximately $1 billion with a pro forma equity value of approximately $1.3 billion, before considering anticipated PIPE financing proceeds and the impact of potential redemptions. Terrestrial Energy's IMSR plant technology benefits from strong demand forecasts across key growth sectors, including data center power supply, industrial heat and power, grid power, and the production of advanced low-carbon fuels and materials. The Company has partnerships and agreements with notable organizations such as Westinghouse Fuels, Energy Solutions, Schneider Electric, the U.S. Department of Energy (DOE), and Argonne National Laboratory, among others. Texas A&M University recently selected Terrestrial Energy to partner on the construction of a commercial IMSR plant at the Texas A&M RELLIS campus, contributing to the university's goal of achieving 1 GW of generating capacity at the site by the mid-2030s. Terrestrial Energy is led by Chief Executive Officer Simon Irish and a highly experienced management team, supported by a top-tier board of directors consisting of former C-Suites of leading U.S. nuclear utilities and engineering firms. Terrestrial Energy's market leadership in the small modular reactor (SMR) sector is demonstrated by its delivery of key regulatory milestones. In 2023, the Canadian Nuclear Safety Commission (CNSC) completed its programmatic Vendor Design Review of the IMSR plant design, the first Generation IV reactor design to complete Canada's CNSC Vendor Design Review, and a historic industry first for a nuclear plant powered with molten salt reactor technology. The Company's U.S. Nuclear Regulatory Commission (NRC) engagement commenced in 2016 and includes a successful interagency joint review of the IMSR technology under a CNSC-U.S. NRC Memorandum of Cooperation and concurrent with the CNSC's completion of the Vendor Design Review. Terrestrial Energy's CAPEX-light, long-duration business model leverages four distinct and mission-critical recurring revenue streams across the IMSR Plant's 50+ year lifecycle, spanning from pre-construction revenue activities and construction services/component supply to post- construction IMSR core-unit component and fuel supply, to deliver sustainable, long-term cash flows. All Terrestrial Energy shareholders will roll 100% of their equity holdings into the new public company and Terrestrial Energy's management team, Terrestrial Energy's primary shareholders, HCM II's sponsor and certain affiliates of HCM II's sponsor have committed to customary lock-ups. The Transaction is expected to be completed during the fourth quarter of 2025 subject to customary closing conditions. The combined entity will apply for listing on Nasdaq under the ticker symbol 'IMSR'. CHARLOTTE, N.C. and STAMFORD, Conn., March 26, 2025 (GLOBE NEWSWIRE) -- Terrestrial Energy Inc., a developer of small modular nuclear power plants using advanced reactor technology, and HCM II Acquisition Corp. (Nasdaq: HOND), today announced an agreement for a business combination (the 'Transaction' or the 'Business Combination') that will result in Terrestrial Energy becoming a public company to be listed on Nasdaq under the ticker symbol 'IMSR'. Company Background Terrestrial Energy is a developer of Generation IV nuclear plants using proprietary Integral Molten Salt Reactor (IMSR) technology. IMSR technology captures the transformative operating benefits of molten salt reactor technology in a small modular plant design that represents true innovation in affordability, efficiency, and versatility of nuclear energy supply. Terrestrial Energy's IMSR plants will supply zero-carbon, clean, firm, low-cost, high-temperature industrial heat and/or electricity for a dual-use energy role. Industrial applications include data center power supply, industrial heat and power, grid power, and green fuels sectors. The company's IMSR plant design, consisting of two operating IMSRs, has an 822 MWth / 390 MWe capacity. Terrestrial Energy's IMSR technology is differentiated from legacy nuclear technology through its use of molten salt reactor technology, which offers high efficiency and inherently safe operation. Terrestrial Energy's IMSR plants are designed to make pragmatic use of low-cost, readily available Standard-Assay Low Enriched Uranium (LEU enriched to under 5% U235) fuel, enabling secure and scalable fuel supply chains necessary for widespread fleet deployment. Terrestrial Energy believes the use of LEU fuel is a key advantage given significant challenges to the commercial supply of High-Assay Low- Enriched Uranium (HALEU is enriched to between 15% and 20% U235) due to geopolitical tensions. In February 2025, Terrestrial Energy announced the IMSR plant's selection by Texas A&M University in a competitive RFP process to site a commercial IMSR plant at the Texas A&M-RELLIS campus. The partnership will provide a platform for Terrestrial Energy to showcase a commercial IMSR plant with a project that benefits from the Texas A&M University System's national leadership in nuclear technology research and development. Led by CEO Simon Irish and a highly experienced management team, Terrestrial Energy is supported by a top-tier board of directors consisting of former C-Suite executives of leading U.S. nuclear utilities and engineering firms. The company is also supported by an expert advisory board, which includes former U.S. Secretary of Energy Ernest Moniz serving as senior counsel to the advisory board, as well as former Prime Minister of Canada, Stephen Harper, and former BP p.l.c. President and CEO, Lord John Browne, along with other highly experienced professionals from energy, industrials, aerospace and defense, finance and government. The HCM II Board of Directors also features extensive experience, including Mike Connor, former Navy Vice Admiral in charge of the U.S. Nuclear Submarine Fleet, as well as Shawn Matthews, former CEO of Cantor Fitzgerald & Co. Today, the Company is engaged with engineers, regulators, suppliers and industrial partners to build, license and commission IMSR plants for fleet operation in the 2030s. CAPEX-Light Business Model Delivers Long-Term, Recurring Revenue Streams Terrestrial Energy's CAPEX-light business model and flexible energy output delivers competitive and customized solutions to customer-specific requirements across a 50+ year IMSR plant lifecycle, enabling sustainable, long-term revenue streams. Terrestrial Energy's services include the delivery of engineering and construction services for commissioning IMSR plants, supply of critical components to construct and operate IMSR plants including long-term supply of replacement IMSR core-units every 7 years and IMSR fuel, in addition to operating, maintenance and decommissioning services. End-users are industrial and municipal counterparties requiring low-cost, clean, firm, high-temperature heat and/or electrical power, including data center operators and utilities, among others. The high-margin plant economics of Terrestrial Energy's IMSR plants derive from its reactor technology and plant design choices. The high thermal stability of molten salt coolant allows for high-temperature and low-pressure operation, with inherent safety attributes, all economic virtues. This drives high capital and operating efficiencies for low-cost heat and power, resulting in improved power plant revenue and profitability. The IMSR's high-temperature heat supply enables a 50% increase in the efficiency of electric power generation compared to legacy nuclear technologies, which it achieves with low-cost, standard industrial turbines. Furthermore, the IMSR avoids the complexity and costs of high-pressure nuclear systems, structures, and components, contributing to lower plant CAPEX, improved affordability, and lower-cost electric power compared to legacy nuclear power plants. Terrestrial Energy has partnerships and agreements in place with Westinghouse Fuel, Energy Solutions, Schneider Electric, the U.S. Department of Energy, and Argonne National Laboratory, among others. The company has a portfolio of multiple IMSR plant projects, which are sourced from a portfolio of consortium relationships. These are offering sites, construction, fuel supply, plant operating services, as well as heat and power offtake, with the capabilities to deliver further IMSR plant projects. They cover a range of deployment use-cases including co-location for data center power supply, co-located industrial plant heat and power supply, and distributed on-grid generation. Industry-First Milestones Demonstrating Regulatory Capability Driving Progress Towards Licensed IMSR Plants In April 2023, Canada's CNSC completed its multi-year Vendor Design Review (VDR) of the IMSR plant design and no fundamental barriers to licensing IMSR for commercial use were identified. The IMSR was the first Generation IV reactor design to complete this CNSC VDR, a historic first for a nuclear plant powered with molten salt reactor technology. The Company's U.S. Nuclear Regulatory Commission (NRC) engagement commenced in 2016 and includes a successful interagency joint review of the IMSR technology under a CNSC-U.S. NRC Memorandum of Cooperation and concurrent with the CNSC's completion of the Vendor Design Review. The Company and IMSR plant development have benefitted from multiple grant awards from the U.S., U.K., and Canadian governments, which have supported regulatory actions, reactor design and fuel supply development. Additionally, Terrestrial Energy's IMSR plant design is well-suited for repurposing existing and recently retired coal plants, maintaining firm power generation for grid reliability with clean and air pollution-free nuclear powered electricity generation. In 2022, DOE commissioned a report that found 80% of all retired and operating coal power plant sites can host an advanced nuclear reactor, totaling 290 sites, in addition to identifying significant primary and secondary environmental and economic benefits of IMSR technology for these applications. This represents up to 174 GW of potential replacement capacity to be met with IMSR plants in the U.S. alone as of April 2024, according to DOE. Management Commentary Simon Irish, CEO and Director of Terrestrial Energy, said: 'Extraordinary innovations in major industrial sectors are driving electric power demand growth at unprecedented rates, unleashing rapidly growing interest in our transformative IMSR plant, and its molten salt reactor Generation IV nuclear technology. Flexibility to meet a broad range of industrial heat and power requirements and a scalable supply chain together position Terrestrial Energy's IMSR plant as a preferred solution for meeting this new and growing demand. Data center operators, utilities, industrial companies, and grid operators are all seeking safe, reliable, cost-effective, and clean energy, and Terrestrial Energy's IMSR plant delivers an optimal blend of high-temperature, low-CAPEX, carbon-free heat and electricity to meet these requirements. We believe the proposed business combination with HCM II will accelerate our CAPEX-light business model and deployment strategy, through constructing, licensing, and commissioning of a fleet of IMSR plants.' Shawn Matthews, Chairman and CEO of HCM II, commented: 'We firmly believe in the transformational nature of Terrestrial Energy's IMSR plant design and technology, as well as in the role it stands to play in delivering the safe, reliable, and low-cost power to meet the rapidly growing demand for electricity and heat across a wide range of industrial applications. Terrestrial Energy has built an expert-laden leadership team with decades of experience in the nuclear and supply chain sectors and is uniquely positioned to capitalize on accelerating enthusiasm for nuclear energy as a scalable solution to meet surging power demands. We believe the business combination with HCM II will further accelerate Terrestrial Energy's growth and deliver long-term shareholder value.' Transaction Overview The Transaction will provide approximately $280 million in gross proceeds to accelerate commercial deployment of Terrestrial Energy's IMSR technology and to pay transaction expenses. The $230 million of gross proceeds consists of $50 million in common stock PIPE commitments at $10.00 per share from new non-affiliated fundamental institutional investors, and approximately $230 million of cash held in HCM II's trust account (before giving effect to potential redemptions). The Transaction values Terrestrial Energy at a pre-money equity value of $925 million, which is a significant discount to publicly traded comparable SMR peers, providing an attractive entry point for HCM II shareholders. It also implies a pro-forma enterprise value of the new public company of approximately $1 billion and a pro-forma equity value of approximately $1.3 billion (each assuming no redemptions and anticipated PIPE proceeds). Terrestrial Energy's existing management team will continue to lead the company following the completion of the Transaction. All Terrestrial Energy shareholders will roll 100% of their equity holdings into the new public company. Additionally, Terrestrial Energy's management team, Terrestrial Energy's primary shareholders, HCM II's sponsor and certain affiliates of HCM II's sponsor have committed to customary lock-ups. The proposed Transaction was unanimously approved by the Boards of Directors of HCM II and Terrestrial Energy. Completion of the proposed Transaction is anticipated to occur in the fourth quarter of 2025 subject to customary closing conditions. Additional information about the proposed Transaction, including a copy of the business combination agreement and the investor presentation, will be provided in a report on Form 8-K to be filed by HCM II with the U.S. Securities and Exchange Commission (SEC) and available at Advisors Cantor Fitzgerald & Co. is acting as exclusive capital markets advisor and sole PIPE placement agent. King & Spalding LLP is acting as legal advisor to HCM II. Bryan Cave Leighton Paisner LLP is acting as legal advisor to Terrestrial Energy. DLA Piper LLP (US) acted as legal counsel to the placement agent, Cantor Fitzgerald & Co. About Terrestrial Energy Terrestrial Energy is a developer of Generation IV nuclear plants that use its proprietary Integral Molten Salt Reactor (IMSR) technology. IMSR technology captures the full transformative operating benefits of molten salt reactor technology in a plant design that represents true innovation in cost reduction, versatility and functionality of nuclear energy supply. IMSR plants will supply zero-carbon, reliable, dispatchable, low-cost, high-temperature industrial heat and electricity for a dual-use energy role relevant to many industrial applications, such as chemical synthesis and desalination. In so doing, they extend the application of nuclear energy far beyond electric power markets. IMSR plants have the potential to make substantial contributions to industrial competitiveness, energy security, and economic growth. Their deployment will support rapid global decarbonization of the primary energy system across a broad spectrum. Terrestrial Energy uses an innovative design, together with proven and demonstrated molten salt reactor technology, which offers a unique set of operating characteristics to deliver high and compelling commercial potential. Terrestrial Energy is engaged with regulators, suppliers and industrial partners to build, license and commission the first IMSR plants in the early 2030s. About HCM II Acquisition Corp. HCM II Acquisition Corp. ('HCM II') is a blank check company formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. HCM II may pursue an initial business combination target in any business or industry or at any stage of its corporate evolution. Its primary focus, however, will be in completing a business combination with an established business of scale poised for continued growth, led by a highly regarded management team. HCM II's Class A ordinary shares and warrants are listed on the NASDAQ under the ticker symbols 'HOND' and 'HONDW', respectively. HCM II's management team is led by Shawn Matthews, its Chairman of the Board and Chief Executive Officer, and Steven Bischoff, its President and Chief Financial Officer. HCM II's Board of Directors includes Andrew Brenner, Michael J. Connor and Jacob Loveless. Important Information for Shareholders This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or constitute a solicitation of any vote or approval. In connection with the business combination, HCM II and Terrestrial Energy will file with the SEC registration statement on Form S-4 (the 'Registration Statement'), which will include a preliminary prospectus of HCM II relating to the offer of securities to be issued in connection with the business combination, and a preliminary proxy statement of HCM II to be distributed to holders of HCM II's capital shares in connection with HCM II's solicitation of proxies for vote by HCM II's shareholders with respect to the Business Combination and other matters described in the Registration Statement HCM II and Terrestrial Energy also plan to file other documents with the SEC regarding the business combination. After the Registration Statement has been declared effective by the SEC, a definitive proxy statement/prospectus will be mailed to the shareholders of HCM II and Terrestrial Energy. INVESTORS OF HCM II AND TERRESTRIAL ENERGY ARE URGED TO READ THE REGISTRATION STATEMENT, THE PROXY STATEMENT/PROSPECTUS CONTAINED THEREIN (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND ALL OTHER DOCUMENTS RELATING TO THE BUSINESS COMBINATION THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE BUSINESS COMBINATION. Investors will be able to obtain free copies of the proxy statement/prospectus and other documents containing important information about HCM II and Terrestrial Energy once such documents are filed with the SEC, through the website maintained by the SEC at In addition, the documents filed by HCM II may be obtained free of charge from HCM II's website at or by written request to HCM II at 100 First Stamford Place, Suite 330 Stamford, CT 06902. Participants in the Solicitation HCM II and Company, and their respective directors and executive officers, may be considered participants in the solicitation of proxies with respect to the potential transaction described in this communication under the rules of the SEC. Information about the directors and executive officers of HCM II is set forth in HCM II's filings with the SEC. Information regarding other persons who may, under the rules of the SEC, be deemed participants in the solicitation of the shareholders in connection with the potential transaction and a description of their direct and indirect interests will be set forth in the Registration Statement (and will be included in the proxy statement/prospectus) and other relevant documents when they are filed with the SEC. These documents can be obtained free of charge from the sources indicated above. Forward Looking Statements The statements contained in this press release that are not purely historical are forward-looking statements. These forward-looking statements include, but are not limited to, statements regarding our expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words 'anticipate,' 'believe,' 'continue,' 'could,' 'estimate,' 'expect,' 'intends,' 'may,' 'might,' 'plan,' 'possible,' 'potential,' 'predict,' 'project,' 'should,' 'would' and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. The forward-looking statements contained in this press release are based on our current expectations and beliefs concerning future developments and their potential effects on HCM II and the Company. There can be no assurance that future developments affecting HCM II and the Company will be those that we have anticipated. These forward-looking statements speak only as of the date this press release is actually delivered and involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. Should one more or these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the definitive agreements with respect to the Business Combination; (2) the outcome of any legal proceedings that may be instituted against HCM II, the Company, the combined company or others following the announcement of the Business Combination and any definitive agreements with respect thereto; (3) the inability to complete the Business Combination due to the failure to obtain approval of the shareholders of HCM II or the SEC's declaration of the effectiveness of the Registration Statement (which will including the proxy statement/prospectus contained therein) to be filed by HCM II and the Company or to satisfy other conditions to closing; (4) changes to the proposed structure of the Business Combination that may be required or appropriate as a result of applicable laws or regulations or as a condition to obtaining regulatory approval of the Business Combination; (5) the ability of HCM II to meet stock exchange listing standards following the consummation of the Business Combination; (6) the risk that the Business Combination disrupts current plans and operations of the Company as a result of the announcement and consummation of the Business Combination; (7) the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (8) costs related to the Business Combination, including the reorganization described in the business combination agreement; (9) changes in applicable laws or regulations; (10) the possibility that the Company or the combined company may be adversely affected by other economic, business, and/or competitive factors; (11) the amount of redemption requests made by HCM II shareholders and (12) other risk factors described herein as well as the risk factors and uncertainties described in that certain prospectus of HCM II dated August 15, 2024 and the HCM II's other filings with the SEC, as well as any further risks and uncertainties to be contained in the proxy statement/prospectus filed after the date hereof. In addition, there may be additional risks that neither HCM II or Company presently know, or that HCM II or Company currently believe are immaterial, that could also cause actual results to differ from those contained in the forward-looking statements. Nothing in this communication should be regarded as a representation by any person that the forward- looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. None of HCM II, the Company, any placement agent nor any of their respective affiliates, officers, employees or agents, makes any representation or warranty, either express or implied, in relation to the fairness, reasonableness, adequacy, accuracy, completeness or reliability of the information, statements or opinions, whichever their source, contained in this press release or any oral information provided in connection herewith, or any data it generates and accept no responsibility, obligation or liability (whether direct or indirect, in contract, tort or otherwise) in relation to any of such information. HCM II, the Company and their respective affiliates, officers, employees and agents further expressly disclaim any and all liability relating to or resulting from the use of this press release and any errors therein or omissions therefrom. Further, the information contained herein is preliminary, is provided for discussion purposes only, is only a summary of key information, is not complete and is subject to change without notice. In addition, the information contained in this press release is provided as of the date hereof and may change, and neither HCM II nor the Company undertakes any obligation to update or revise any forward- looking statements, whether as a result of new information, inaccuracies, future events or otherwise, except as may be required under applicable securities laws. HCM II Acquisition Corp. (203) 930-2200
