AT&T and AST SpaceMobile Announce Definitive Commercial Agreement

AT&T and AST SpaceMobile Announce Definitive Commercial Agreement

AT&T and AST SpaceMobile enter a commercial agreement to provide their first space-based broadband network direct to everyday cell phones.

This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20240515925684/en/

(Photo: Business Wire)

(Photo: Business Wire)

Key Takeaways :

  • AT&T and AST SpaceMobile announce a commercial agreement to provide their first space-based broadband network direct to everyday cell phones.
  • The two companies have been on this path together since 2018. This agreement is another key step to providing even more expansive connectivity.

AT&T* and AST SpaceMobile have entered a definitive commercial agreement to provide a space-based broadband network direct to everyday cell phones. This agreement extends until 2030. Previously the companies were working together under a Memorandum of Understanding. This is not just one small step, but one giant leap towards enhanced connectivity for consumers and businesses across the country.

This summer, AST SpaceMobile plans to deliver its first commercial satellites to Cape Canaveral for launch into low Earth orbit. These initial five satellites will enable commercial service that was previously demonstrated with several key milestones. These industry first moments during 2023 include the first voice call, text and video call via space between everyday smartphones.

The two companies have been on this path together since 2018. AT&T will continue to be a critical collaborator in this innovative connectivity solution. Chris Sambar, Head of Network for AT&T, will soon be appointed to AST SpaceMobile's board of directors. AT&T will continue to work directly with AST SpaceMobile on developing, testing, and troubleshooting this technology to help make continental U.S. satellite coverage possible.

"Space-based direct-to-mobile technology is designed to provide customers connectivity by complementing and integrating with our existing mobile network," said Jeff McElfresh, Chief Operating Officer, AT&T. "This agreement is the next step in our industry leadership to use emerging satellite technologies to provide services to consumers and in locations where connectivity was not previously feasible."

"Working together with AT&T has paved the way to unlock the potential of space-based cellular broadband directly to everyday smartphones. We are thrilled to solidify our collaboration through this landmark agreement," said Abel Avellan, AST SpaceMobile Founder, Chairman, and CEO . "We aim to bring seamless, reliable service to consumers and businesses across the continental U.S., transforming the way people connect and access information."

This is another key step on AT&T's path to providing even more expansive connectivity on America's largest wireless network 1 . There are many situations where dead zones outside will become a thing of the past thanks to the reach of a satellite solution providing two-way connectivity.

One day in the not-too-distant future, consumers will feel a greater peace of mind knowing they have connectivity in places like wilderness areas, including our national park land, rural highways, and other hard to reach locations around the country.

1 Based on comparison of carrier owned & operated networks. No AT&T on-net coverage in select countries, including Canada

*About AT&T

We help more than 100 million U.S. families, friends and neighbors, plus nearly 2.5 million businesses, connect to greater possibility. From the first phone call 140+ years ago to our 5G wireless and multi-gig internet offerings today, we @ATT innovate to improve lives. For more information about AT&T Inc. ( NYSE:T ), please visit us at about.att.com . Investors can learn more at investors.att.com .

About AST SpaceMobile

AST SpaceMobile, Inc. is building the first and only global cellular broadband network in space to operate directly with standard, unmodified mobile devices based on our extensive IP and patent portfolio, and designed for both commercial and government applications. Our engineers and space scientists are on a mission to eliminate the connectivity gaps faced by today's five billion mobile subscribers and finally bring broadband to the billions who remain unconnected. For more information, follow AST SpaceMobile on YouTube , X (formerly Twitter) , LinkedIn and Facebook . Watch this video for an overview of the SpaceMobile mission.

Forward-Looking Statements

This communication contains "forward-looking statements" that are not historical facts, and involve risks and uncertainties that could cause actual results of AST SpaceMobile to differ materially from those expected and projected. These forward-looking statements can be identified by the use of forward-looking terminology, including the words "believes," "estimates," "anticipates," "expects," "intends," "plans," "may," "will," "would," "potential," "projects," "predicts," "continue," or "should," or, in each case, their negative or other variations or comparable terminology.

These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside AST SpaceMobile's control and are difficult to predict.

Factors that may cause such differences include, but are not limited to: (i) expectations regarding AST SpaceMobile's strategies and future financial performance, including AST's future business plans or objectives, expected functionality of the SpaceMobile Service, anticipated timing of the launch of the Block 1 Bluebird satellites, anticipated demand and acceptance of mobile satellite services, prospective performance and commercial opportunities and competitors, the timing of obtaining regulatory approvals, ability to finance its research and development activities, commercial partnership acquisition and retention, products and services, pricing, marketing plans, operating expenses, market trends, revenues, liquidity, cash flows and uses of cash, capital expenditures, and AST's ability to invest in growth initiatives; (ii) the negotiation of definitive agreements with mobile network operators relating to the SpaceMobile service that would supersede preliminary agreements and memoranda of understanding and the ability to enter into commercial agreements with other parties or government entities; (iii) the ability of AST SpaceMobile to grow and manage growth profitably and retain its key employees and AST SpaceMobile's responses to actions of its competitors and its ability to effectively compete; (iv) changes in applicable laws or regulations; (v) the possibility that AST SpaceMobile may be adversely affected by other economic, business, and/or competitive factors; (vi) the outcome of any legal proceedings that may be instituted against AST SpaceMobile; and (vii) other risks and uncertainties indicated in the Company's filings with the SEC, including those in the Risk Factors section of AST SpaceMobile's Form 10-K filed with the SEC on March 31, 2023.

AST SpaceMobile cautions that the foregoing list of factors is not exclusive. AST SpaceMobile cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors incorporated by reference into AST SpaceMobile's Form 10-K filed with the SEC on March 31, 2023. AST SpaceMobile's securities filings can be accessed on the EDGAR section of the SEC's website at www.sec.gov . Except as expressly required by applicable securities law, AST SpaceMobile disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

Andrea Huguely
AT&T Corporate Communications
Phone: +1 (972) 207-8630
Email: andrea.huguely@att.com

Allison
Eva Murphy
Phone: 917-547-7289
Email: AstSpaceMobile@allisonpr.com

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Perth, Australia (ABN Newswire) - On 2 August 2022 BPH Energy Limited (ASX:BPH) announced that, following its shareholders' meeting on 21 June 2022 at which shareholders voted unanimously to approve an investment in hydrogen technology company Clean Hydrogen Technologies Corporation ("Clean Hydrogen" or "Vendor" or "Borrower"), BPH and its investee Advent Energy Ltd ("Advent" or "Lender"), together the "Purchasers", settled for the acquisition of a 10% interest in Clean Hydrogen for US$1,000,000 ("Cash Consideration") (8% BPH and 2 % Advent).

The Purchasers had a first right of refusal to invest further in Clean Hydrogen to a maximum of a further US$1,000,000 for an additional 10% interest. The Purchasers loaned a further US$950,000 ("Additional Cash Consideration") under this agreement and the Purchasers and Clean Hydrogen have executed a Loan Conversion Agreement, which once implemented, will enable the conversion of the US$950,000 loan into the relevant Subscription Shares Tranche 2, representing the Purchasers further 9.5% interest in Clean Hydrogen. BPH now has an interest of 15.6% and Advent has an interest of 3.9% interest in Clean Hydrogen.

As at the date of this Quarterly Report, the contemplated securities under the Loan Conversion Agreement have not been issued to the Purchasers, however, the Purchasers have an entitlement to these securities under the relevant Loan Conversion Agreement. For the reasons set out below, BPH will seek approval from its shareholders for the proposed issue of shares in Clean Hydrogen to BPH, in satisfaction of a debt owing from Advent energy Limited to BPH (Debt Forgiveness).

The ASX Listings Committee ('LC') considered the application of Listing Rule 10.1 to the proposed Debt Forgiveness. . The LC resolved that ASX would exercise its discretion such that Listing Rule 10.1 applies to the Debt Forgiveness.

In forming this decision, ASX had regard to the following:

1. In March 2022 ASX advised BPH that, should it seek to increase its shareholding in Advent, whether it be by way of maintaining its current percentage interest in the event Advent undertook a capital raising, increasing its percentage interest, or by way of a debt for equity conversion, BPH must approach ASX regarding the potential application of Listing Rule 10.1.5.

2. In December 2023, Advent lodged a disclosure document with ASIC in the form of an Offer Information Statement for its Entitlement Issue which contained disclosure regarding the discharge of funds loaned to it by BPH in exchange for the issue of equity shares in CHT to BPH. BPH did not approach ASX for determination on the application of Listing Rule 10.1.5 to this transaction.

3. In view of ASX having previously advised BPH to approach ASX in relation to any transactions between itself and Advent including any debt to equity conversion, and BPH having failed to do so in this instance, ASX has exercised its discretion to apply Listing Rule 10.1.5 to the issue of CHT shares to BPH in satisfaction of the debt owing to BPH by Advent. The forgiveness of debt may be a transfer in value from BPH to Advent.

ASX has not been provided with sufficient information to conclude there is no possible transfer in value therefore ASX considers that Listing Rule 10.1.5 applies to the debt conversion/forgiveness.

As a result of ASX's decision to exercise its discretion under Listing Rule 10.1, BPH must seek shareholder approval for the Loan Conversion Agreement dated 10 October 2023 that has been executed between itself, Advent and Clean Hydrogen. The Company is in the process of preparing a Notice of Meeting which will be released as soon as possible. The Company anticipates that the shareholder meeting to approve the Loan Conversion will be held in August 2024.

For clarity, BPH will not and has not increased its shareholding in Advent as a result of the Debt Forgiveness.

Clean Hydrogen have issued 760 share options to BPH and 190 share options to Advent, with an exercise price of USD$3,000 each, exercisable immediately, with the option to convert into shares in Clean Hydrogen expiring ten years from the date of issue. During the Quarter BPH exercised 24 of these options by paying Clean Hydrogen a total exercise price of US$72,000.

The parties acknowledge and agree that the Cash Consideration and Additional Cash Consideration shall be used by Clean Hydrogen to design, build, produce and test a reactor that can produce a minimum of 3.2kgs and as high as 15kgs of hydrogen per hour and to submit at least 2 new patents in an agreed geography, relevant to the production of hydrogen from proprietary technology.

Capital

On 13 May 2024 the Company announced a Placement ("Placement") to raise $1 million by the issue of 50,000,000 fully paid ordinary shares at an issue price of $0.02 per share together with a 1 for 2 free listed option, being 25,000,000 listed options with an exercise price of $0.03 each and expiry 30 September 2024. The Placement offer price of $0.02 per share represents a 16.7% discount to BPH's closing price of $0.024 per share on Thursday, 9 May 2024, and a 16.7 % discount to the 10-day VWAP of $0.024 per share.

The Placement proceeds are proposed to be used as follows: (i) $0.75 million - funding for exploration and development of oil and gas investments. (ii) $0.1 million - for working capital, including costs of the offer; and (iii) $0.15 million - funding for Cortical Dynamics. In addition, a total of 12,000,000 listed options with an exercise price of $0.03 each and expiry 30 September 2024 (BHPOB) were issued to the joint Lead Managers (Oakley Capital Partners Pty Limited and Sixty-Two Capital) for the Placement.

Significant activities by the Company's investees' during the June 2024 quarter were as follows:

Advent Energy Limited ("Advent") (BPH 35.8% direct interest)

PEP 11 Permit

Advent Energy Limited's (BPH 35.8% direct interest) 100% subsidiary Asset Energy Pty Ltd is a participant in the PEP11 Joint Venture with partner Bounty Oil and Gas NL (ASX:BUY). PEP 11 interests are:

Advent Energy 85 % / Bounty Oil and Gas 15%

Asset continues to progress the joint venture's applications for the variation and suspension of work program conditions and related extension of PEP-11. This application follows from the fact that in February 2023 a decision by the previous Commonwealth-NSW Joint Authority to refuse the application was quashed by the Federal Court of Australia. Asset has provided additional updated information to the Commonwealth-NSW Joint Authority and the National Offshore Petroleum Titles Administrator ("NOPTA") in relation to its applications.

On 9 October 2023 NOPTA updated their website whereby the NEATS Public Portal Application Tracking has been updated to show Asset Energy's applications' status is now 'Under Assessment'.

The Company understands that the next step in the application process is for the Joint Authority to make its decision on Asset Energy's applications.

While the applications for the variation and suspension of work program conditions and related extension of PEP-11 are being considered by NOPTA, Asset is investigating the availability of a mobile offshore drilling unit to drill the proposed Seablue-1 well on the Baleen prospect which would take approximately thirty-five days to complete. Asset is in communication with drilling contractors and other operators who have recently contracted rigs for work in the Australian offshore.

The Joint Authority decision is a routine administrative decision. Any future authorisation related to drilling will require environmental approvals. Any issues around community or environmental impacts should be transparently managed by the designated independent expert regulator.

Asset have engaged Klarite Pty Ltd (Klarite) to initiate environmental management of the Seablue1 exploration well, due to be drilled in PEP 11, pending the current application for licence variation, suspension and extension (Application), regulatory approvals and rig availability. Klarite are a Perth based turnkey environmental consultancy specialising in offshore development in Australia, who recently prepared a detailed Environmental Approvals Strategy for the Seablue-1 exploration drilling activity for Asset. Due to the critical need for new domestic supplies of gas as stated in the Federal Government's Future Gas Strategy (see below), Asset have decided to commence work necessary for environmental approvals in advance of the PEP 11 licence Application approval, in order to be prepared to drill the Seablue-1 well as soon as possible thereafter. Klarite will develop an Environmental Management process which will define Asset's consultation and negotiation basis with relevant persons and assess environmental impacts.

The Federal Government Future Gas Strategy (FGS) and supporting documents were released by Minister for Resources Madeleine King on 9 May 2024. The FGS confirms that that gas will have a role to play in the transition to net zero by 2050 and beyond. The FGS states that exploration and development should focus on optimising discoveries and infrastructure in producing basins where gas will be proximal to where it is needed and will be lower cost than relying on LNG imports.

Offshore gas exploration in Australia has been undertaken safely and environmentally responsibly for more than 50 years.

The fact remains that NSW and Australia more broadly face a gas supply shortfall within the next three years, and gas will play a vital role in the clean energy transition.

PEP-11 continues in force and the Joint Venture is in compliance with the contractual terms of PEP11 with respect to such matters as reporting, payment of rents and the various provisions of the Offshore Petroleum and Greenhouse Gas Storage Act 2006 (Cth).

RL1 (Norther Territory)

On 3 May 2024 the Company announced that Advent has been offered a renewal of Retention Licence 1 (RL1) by the Northern Territory Government for a five-year term which it has accepted.

Advent, through its wholly owned subsidiary Onshore Energy Pty Ltd, holds a 100 % interest in RL1 and is operator of the Retention Licence in the onshore Bonaparte Basin in northern Australia. The Bonaparte Basin is a highly prospective, petroliferous basin, with significant prospective potential for reserves of oil and gas. Most of the basin is located offshore, covering 250,000 square kilometres, compared to just over 20,000 square kilometres onshore and is recognized as one of Australia's most prolific offshore hydrocarbon producing basin (after the Northern Carnarvon and Gippsland basins). Retention Licence RL1 in the Northern Territory is 166 square kilometres in area and covers the Weaber Gas Field, originally discovered in 1985.

Cortical Dynamics Limited ("Cortical") (BPH 16.4% direct interest)

Investee Cortical Dynamics Limited is an Australian based medical device neurotechnology company that is developing BARM(TM), an industry leading EEG (electrical activity) brain function monitor. BARM(TM) is being developed to better detect the effect of anaesthetic agents on brain activity under a general operation, aiding anaesthetists in keeping patients optimally anaesthetised, and complemented by CORDYAN(TM) (Cortical Dynamics Analytics), a proprietary deep learning system/App focusing on anaesthesiology.

The Australian manufactured and designed, electroencephalographically based (EEG-based), BARM(TM) system is configured to efficiently image and display complex information related to the clinically relevant state of the brain. When commercialized the BARM(TM) system will be offered on a stand-alone basis or integrated into leading brand operating room monitors as "plug and play" option.

There were no significant activities in Cortical to report during the Quarter.

Item 1 and 2 details of payments to / receipts from related parties (Appendix 4C)

Line 6.1 outflow of $59,000: $29,470 paid to directors as remuneration and net $29,958 fees paid to Grandbridge Limited.

Line 6.2 outflow of $801,000: Loans to the following companies:
Advent Energy Limited $405,000 paid
Cortical Dynamics Limited: $400,000 paid
Grandbridge Limited: $4,000 received

*To view the full Quarterly Report, please visit:
https://abnnewswire.net/lnk/KQ75D046



About BPH Energy Limited:

BPH Energy Limited (ASX:BPH) is an Australian Securities Exchange listed company developing biomedical research and technologies within Australian Universities and Hospital Institutes.

The company provides early stage funding, project management and commercialisation strategies for a direct collaboration, a spin out company or to secure a license.

BPH provides funding for commercial strategies for proof of concept, research and product development, whilst the institutional partner provides infrastructure and the core scientific expertise.

BPH currently partners with several academic institutions including The Harry Perkins Institute for Medical Research and Swinburne University of Technology (SUT).



Source:
BPH Energy Limited

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