Business Combination Agreement with CCTS originally announced in August 2024

Combined pro forma enterprise value of US$904m assumes no public trust redemptions for CCTS

Parties working to close the transaction by Q2, calendar 2025

LONDON, March  21, 2025  (GLOBE NEWSWIRE) -- Tembo E-LV B.V. ("Tembo"), a subsidiary of Nasdaq-listed B Corporation, VivoPower International PLC (Nasdaq: VVPR) ("VivoPower" or the "Company"), today announced that it is working closely with CCTS ("Cactus Acquisition Corp. 1 Limited"), a Cayman Islands exempted special purpose acquisition company to progress towards a closing of the Business Combination by Q2, calendar 2025.

The parties originally announced a Business Combination Agreement ("BCA") in August 2024 with an original target of closing the Business Combination by the end of calendar 2024. However, as a consequence of new rules relating to special purpose acquisition company transactions, the parties took the opportunity to work with respective counsel to review the transaction structure. This has now been completed, and work has resumed in relation to finalization of the registration statement on Form F-4, to be filed with the U.S. Securities and Exchange Commission (SEC).

The parties expect a registration statement on Form F-4 to be filed shortly with the SEC in connection with the proposed transaction (the "Business Combination"), which they are working to close, subject to satisfaction (or waiver, as applicable) of closing conditions, including, without limitation, the completion of the SEC review process and approval of the transaction by CCTS shareholders, prior to the end of Q2, 2025.

The BCA was entered into by the parties following due diligence and receipt by the CCTS board of directors of a fairness opinion from an independent third party.

In connection with the Business Combination, the parties will submit to Nasdaq an application to list the securities of a newly formed company ("Tembo Group") established in connection with the transaction on Nasdaq.

About VivoPower

Established in 2014 and listed on Nasdaq since 2016, VivoPower is an award-winning global sustainable energy solutions B Corporation company focused on electric solutions for off-road and on-road customized and ruggedized fleet applications as well as ancillary financing, charging, battery and microgrids solutions. VivoPower's core purpose is to provide its customers with turnkey decarbonization solutions that enable them to move toward net-zero carbon status. VivoPower has operations and personnel covering Australia, Canada, the Netherlands, the United Kingdom, the United States, the Philippines, and the United Arab Emirates.

About Tembo

Tembo electric utility vehicles (EUVs) are a 100% electric solution for ruggedized and/or customized applications for fleet owners in the mining, agriculture, energy utilities, defense, police, construction, infrastructure, government, humanitarian, and game safari industries. Tembo provides safe, high-performance off-road and on-road electric utility vehicles. Its core purpose is to provide safe and reliable electrification solutions for utility vehicle fleet owners, helping to perpetuate useful life, reduce costs, maximize return on assets, meet ESG goals, and seeks to further the circular economy. Tembo is a subsidiary of VivoPower, a Nasdaq-listed B Corporation.