SCHAAN LIECHTENSTEIN - EQS Newswire - 12 September 2025 - United Terra Enterprises PLC ("UTP") announced today the closing and issuance on September 10, 2025 of USD 150 million aggregate principal amount of senior notes due September 10, 2030 ("Notes"), in a private offering that is exempt from the registration requirements of the U.S. Securities Act of 1933, as amended (the "Securities Act"). The Notes bear interest of 11.5% per annum which will be paid semi-annually on March 10 and September 10 to noteholders of record one business day prior to the relevant interest payment date during their term. The Notes have been assigned CUSIP H8969NAA1 / ISIN USH8969NAA12 and are traded electronically through the facilities of The Depository Trust Company, Euroclear and Clearstream Banking.

The Notes were issued outside the United States to persons that are not U.S. persons as defined in Regulation S of the Securities Act of 1933 (the "Securities Act"). In addition, the Notes may not be offered, sold, delivered, or otherwise made available to any investor in any Member State of the European Economic Area that does not qualify as a qualified investor within the meaning of Art. 2 (e) Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 ("Prospectus Regulation") except pursuant to an exemption from a requirement to publish a prospectus under the Prospectus Regulation.

The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended or the securities laws of any other jurisdiction.

The Notes are not rated by any rating agency.

UTP is undertaking no obligation to list the Notes on an exchange.

Neither the U.S. Securities and Exchange Commission, any state securities commission nor any other U.S. or non-U.S. securities authority, has approved or disapproved the Notes or passed upon or endorsed the merits of the offering of the Notes or the accuracy or adequacy of the offering memorandum. The offering memorandum has not been approved by any authority in its capacity as competent authority under the Prospectus Regulation or any other regulation.

UTP engaged Abalone Capital Ltd and Countryserv International Inc. as Co-Dealers and Lead Managers for the Notes.

For additional information, please contact Peter Krempin either via email info@unitedterra.enterprises or by telephone at +423 236 40 10.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, about UTP and UTP's industry that involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this press release, including statements regarding the expected closing of the offering of the Notes and the anticipated use of the net proceeds from the offering of the Notes, and effects thereof, are forward-looking statements. In some cases, you can identify forward-looking statements because they contain words such as "anticipate," "believe," "contemplate," "continue," "could," "estimate," "expect," "going to," "intend," "may," "plan," "potential," "predict," "project," "should," "target," "will," or "would" or the negative of these words or other similar terms or expressions. UTP cautions you that the foregoing may not include all of the forward-looking statements made in this press release.

You should not rely on forward-looking statements as predictions of future events. UTP has based the forward-looking statements contained in this press release primarily on its current expectations and projections about future events and trends, including its financial outlook, macroeconomic uncertainty, and geo-political conflicts, that it believes may continue to affect UTP's business, financial condition, results of operations, and prospects. These forward-looking statements are subject to risks and uncertainties related to: UTP's financial performance; the ability to attain and sustain profitability; the ability to generate and sustain positive cash flow; the ability to attract and retain users, partners, and advertisers; competition and new market entrants; managing UTP's growth and future expenses; compliance with new laws, regulations, and executive actions; the ability to maintain, protect, and enhance 's intellectual property; the ability to succeed in existing and new market segments; the ability to attract and retain qualified team members and key personnel; the ability to repay or refinance outstanding debt, or to access additional financing; future acquisitions, divestitures, or investments; and the potential adverse impact of climate change, natural disasters, health epidemics, macroeconomic conditions, and war or other armed conflict, as well as risks, uncertainties, and other factors described in "Risk Factors" in UTP's offering memorandum. In addition, any forward-looking statements contained in this press release are based on assumptions that UTP believes to be reasonable as of this date. UTP undertakes no obligation to update any forward-looking statements to reflect events or circumstances after the date of this press release or to reflect new information or the occurrence of unanticipated events, except as required by law.

Disclaimer

This press release does not constitute or form part of any advertising, offer, recommendation or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any securities in any jurisdiction, nor shall part, or all, of this press release or its distribution form the basis of, or be relied on in connection with, any contract or investment decision in relation to any securities. This press release is not a prospectus. Any offers of the Notes will be made only by means of an offering memorandum regarding the offering of the Notes.