NNRF, Inc. Signs Binding Letter of Intent to Acquire Majority Interest in Zeolite Australia

NNRF, Inc. Signs Binding Letter of Intent
to Acquire Majority Interest in Zeolite Australia

NNRF Inc. (OTC PINK: NNRI) is pleased to announce that on January 31, 2023, the company signed a Binding Letter of Intent to acquire a majority interest in Zeolite Australia Pty, Ltd, an Australian corporation (‘Zeolite Australia’). This game-changing move to acquire the majority stake in Zeolite Australia, owner of the most sought-after zeolite deposits in Australia, helps to move NNRF forward with their goal of growth through acquisition in the green economy. The Binding Letter of Intent seals the intent of both companies to consummate the deal and to negotiate in good faith to finalize the Definitive Agreement and subsequent closing to build shareholder value.

With a focus on developing cutting-edge technology for the betterment of the planet, NNRF along with Zeolite Australia is dedicated to leaving a positive impact on the world, ensuring a better future for generations to come. Zeolite Australia exemplifies the power of sustainability and its ability to drive positive change in the world, making it a perfect subsidiary for NNRF. With over 50 years of history, Zeolite Australia is a multi-generational, family-owned business known for its commitment to quality and sustainability. The company's legacy is a testament to its dedication to responsible business practices and to its ongoing research and development efforts.

Zeolite is a naturally occurring mineral with a porous and complex structure, acting like a sponge for various substances. The unique deposits owned by Zeolite Australia boast an unparalleled size and exceptional strength and durability, ranking 7 on the Mohs scale, which is equivalent to quartz. These high-quality deposits have earned Zeolite Australia a leading position in the zeolite industry. Its ability to selectively absorb, filter, and release impurities from water, air, and soil makes it an extremely valuable asset for environmental solutions. The unique qualities of these deposits help to position Zeolite Australia as a leader in sustainability offering innovative solutions to the world's most pressing environmental challenges.

“At the heart of this acquisition is a deep respect and appreciation for Zeolite Australia and all that it has accomplished. We are committed to preserving its unique culture and values, while also integrating it into our operations in a way that benefits shareholder value,” said Tomi Holden, CEO of NNRF. “This agreement with Zeolite Australia is a major milestone for NNRF and all its shareholders. They are a well-positioned company with a seasoned team. We have been very impressed with Zeolite from the outset and look forward to working with them.”

The accomplished leadership team has a long history of collaborating with top universities in Australia and around the world to develop sustainable commercial applications. Zeolite Australia is making significant advancements in green industries such as water purification, agriculture, and carbon capture. Its use as a component in organic fertilizer can help reduce or eliminate the use of harmful chemicals, while its ability to capture carbon makes it a crucial tool in the fight against carbon pollutants. With so many different uses, the value and price of zeolite can increase many times over the raw mineral.

“It is truly remarkable how many valuable real-world solutions are being developed from our ongoing R&D efforts. Now more than ever, in the face of pressing environmental challenges, it's time for decades of research and development to be commercialized and scaled to make a meaningful impact. Zeolite Australia is poised to grow and will play a critical role in securing a better future for the planet.” said Gerard “Moose” Stephen, Zeolite Managing Director. "It is a very exciting time to be involved.”

The Proposed Transaction
Pursuant to the Proposed Transaction, the Company will issue 10 million common shares in addition to a $7 million AUD investment into Zeolite Australia to be utilized for equipment upgrades and expansion of its operations in exchange for a fifty-one percent (51%) interest in Zeolite. NNRF will have the option to purchase the remaining shares over the next five years. The two companies will also be forming a Joint Venture Agreement in Australia and New Zealand which will have access to a new technology that could revolutionize the green economy. NNRF and Zeolite Australia have agreed to negotiate in good faith to finalize the terms of a definitive agreement with respect to the Proposed Transaction on or before March 31, 2023.

The Proposed Transaction is subject to completion of due diligence reasonable or customary in a transaction of a similar nature, and entering into a definitive agreement, among other conditions, as well as a joint venture in Australia and New Zealand to explore additional green solutions through on-going research and development. The Proposed Transaction would be an arms-length transaction for the Company and would not constitute a fundamental change or result in a change of control of the Company.

About NNRF, Inc.
NNRF, Inc. has recently positioned itself as an eco-friendly holding company. We envision to become a leading diversified holding company, maximizing shareholders value and enabling economic development with specific focus on emerging green markets. NNRF looks to build value by targeting companies that are positioned to grow as the world moves to invest and develop green technologies, green energy and healthier living and lifestyles.

Contact NNRF: tholden@nnrfinc.com

Cautionary Note Regarding Forward-Looking Information
Certain statements in this press release are forward-looking statements and are prospective in nature. Forward-looking statements are not based on historical facts, but rather on current expectations and projections about future events, many of which, by their nature, are inherently uncertain and outside of the Company’s control and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. These statements generally can be identified by the use of forward-looking words such as may, should, will, could, intend, estimate, plan, anticipate, expect, believe or continue, or the negative thereof or similar variations. These statements include forward looking statements regarding new revenue sources and growth plans for the Company. Those assumptions and factors are based on information currently available to the Company. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking information and statements are the following: changes in general economic, business, and political conditions, including changes in the financial markets; changes in applicable laws; and the diversion of management time. Should one or more of these risks, uncertainties or other factors materialize, or should assumptions underlying the forward-looking information or statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated, or expected. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Readers should not place undue reliance on forward-looking statements and forward-looking information. The forward-looking information contained in this release is made as of the date hereof and the Company assumes no obligation to update or revise any forward-looking statements or forward-looking information that are incorporated by reference herein, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. The foregoing statements expressly qualify any forward-looking information contained herein. All subsequent written and oral forward-looking information and statements attributable to the Company or persons acting on its behalf is expressly qualified in its entirety by this notice.