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Roma Green Finance to Receive Right of First Offer to Provide Project-Level Funding for Up to 500 Megawatts of Distributed Behind-the-Meter Data Centre Capacity in Alberta, Canada

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Roma Green Finance (Nasdaq: ROMA) expects to receive a non-exclusive right of first offer to provide project-level funding for behind-the-meter data centre sites developed under BlueFlare’s distributed Alberta program, targeting up to 500 MW of 1–10 MW facilities over multiple years.

The right would arise under a contemplated, non-binding master LOI among BlueFlare, Bloc3 Energy and ZAJA. The proposed equity subscription in BlueFlare and the financing right remain subject to due diligence, power and site availability, financing, regulatory approvals and definitive agreements.

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Positive

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Negative

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News Market Reaction – ROMA

-6.04%
10 alerts
-6.04% Session close to close
+7.6% Peak Tracked
-16.6% Trough Tracked
$517.62M Market Cap
0.7x Rel. Volume

In the Jun 18 session, ROMA declined 6.04%, reflecting a notable negative market reaction. Argus tracked a peak move of +7.6% during that session. Argus tracked a trough of -16.6% from its starting point during tracking. Our momentum scanner triggered 10 alerts that day, indicating notable trading interest and price volatility.

Data tracked by StockTitan Argus on the day of publication.

Market Context

The stock moved -6.0% in the session following this news. A negative reaction despite positive strat...
Analysis

The stock moved -6.0% in the session following this news. A negative reaction despite positive strategic optionality would fit ROMA’s recent pattern of selling off after seemingly supportive news. Investors may focus on substantial shelf and $200,000,000 ATM capacity as an overhang versus future BTM upside.

Key Figures

Proposed equity stake: 5% interest Program capacity target: Up to 500 MW Site size range: 1–10 MW per site +5 more
8 metrics
Proposed equity stake 5% interest Contemplated subscription in BlueFlare Group Holdings Inc.
Program capacity target Up to 500 MW Aggregate BTM data-centre capacity in Alberta over multiple years
Site size range 1–10 MW per site Modular BTM data centres in BlueFlare’s Alberta program
Shelf registration size $1,000,000,000 Form F-3 shelf for Class A shares and warrants
ATM program size $200,000,000 At-the-market offering of Class A ordinary shares
Shares outstanding pre-ATM 53,493,467 shares Class A Ordinary Shares before ATM offering
Share repurchase authorization US$100.0 million Board-approved buyback program through December 31, 2028
ATM sales commission 3.0% Commission on gross proceeds under ATM agreement

Historical Context

3 past events · Latest: Jun 15 (Positive)
Pattern 3 events
Date Event Sentiment 24h Move Catalyst
Jun 15 Strategic investment Positive -1.2% Non-binding LOI to invest US$15M for 5% stake in BlueFlare.
Jun 12 Strategy update Positive -1.2% Launch of dedicated AI/HPC infrastructure investment vertical under ESG strategy.
Mar 30 Capital return plan Positive -31.3% Authorization of US$100M share repurchase program through end of 2028.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

Recent positive strategic and capital-allocation announcements have coincided with negative next-day share price moves.

Key Terms

behind-the-meter, right of first offer, at-the-market offering, form f-3 shelf registration, +2 more
6 terms
behind-the-meter technical
"provide project-level funding for the behind-the-meter (“BTM”) data centre sites"
Equipment or systems located on a customer’s side of the electricity meter—such as rooftop solar panels, battery storage, electric vehicle chargers, or energy controls—that generate, store, or manage power for use on-site rather than being supplied through the utility’s grid. Investors care because behind-the-meter assets change how much power a customer buys, can create new revenue or savings streams, affect demand patterns, and shift regulatory or business models in the energy market, much like a homeowner installing their own water tank reduces municipal supply needs.
right of first offer financial
"expects to be granted a non-exclusive right of first offer (the “Right of First Offer”)"
A right of first offer is a contractual agreement that requires an owner to offer an asset or stake to a designated party before marketing it to others; the holder gets the first chance to negotiate terms directly with the seller. For investors, it matters because it can limit who can buy or set the sale price path—like getting the first invitation to buy a sought-after item before it goes on general sale, protecting potential access or controlling competition.
at-the-market offering regulatory
"has launched an at-the-market offering to sell up to"
An at-the-market offering is a method companies use to sell new shares of stock directly into the open market over time, rather than all at once. This allows them to raise money gradually, similar to selling small pieces of a product instead of a large batch. For investors, it means the company can access funding more flexibly, but it may also increase the supply of shares and influence the stock’s price.
form f-3 shelf registration regulatory
"filed a Form F-3 shelf registration to offer up to"
A Form F-3 shelf registration is a pre-approved filing that lets a foreign company already following U.S. disclosure rules register securities in advance and sell them later as needed. Think of it like a pre-authorized credit line for issuing shares or bonds: it makes raising money faster and more flexible. Investors watch for these filings because future offerings can change share supply, dilute ownership, and affect price and liquidity.
rule 10b-18 regulatory
"at the Company’s discretion and in line with Rule 10b-18 and any future"
Rule 10b-18 is a regulation that sets strict rules for how a company's executives and employees can buy back their own company's stock from the market. It helps ensure that these buybacks happen in a fair and transparent way, reducing the chance of market manipulation. This is important for investors because it offers protection against unfair practices and promotes confidence in the integrity of the stock market.
rule 10b5-1 regulatory
"in line with Rule 10b-18 and any future Rule 10b5-1 plans"
Rule 10b5-1 is a regulation that allows company insiders to buy or sell their shares at predetermined times, even if they have access to non-public information. It acts like setting a schedule in advance for transactions, helping prevent accusations of unfair trading. This rule provides a way for insiders to plan trades transparently, giving investors confidence that these transactions are not based on hidden information.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Under a Contemplated Master LOI Between BlueFlare and Bloc3 Energy LLC, in Partnership with ZAJA LLC, ROMA Would Be Granted a Non-Exclusive Right of First Offer on Site-Level Financing Across a Portfolio of 1- to 10-MW BTM Data Centres Targeting Up to 500 MW in Alberta

HONG KONG, June 18, 2026 (GLOBE NEWSWIRE) -- Roma Green Finance Limited (Nasdaq: ROMA) (“ROMA” or the “Company”), an environmental, social and governance (“ESG”), sustainability and climate-change advisory company, today announced that, in connection with its previously disclosed non-binding letter of intent to subscribe for a 5% equity interest in BlueFlare Group Holdings Inc. (“BlueFlare”), it expects to be granted a non-exclusive right of first offer (the “Right of First Offer”) to provide project-level funding for the behind-the-meter (“BTM”) data centre sites developed under BlueFlare’s distributed Alberta program. The Right of First Offer is expected to be granted under a contemplated master letter of intent (the “Master LOI”) between BlueFlare and Bloc3 Energy LLC (“Bloc3 Energy”), in partnership with ZAJA LLC (“ZAJA”).

The Right of First Offer is intended to give ROMA the first opportunity to offer site-level financing for each BTM data centre advanced under the program — a distributed portfolio of facilities ranging from approximately 1 MW to 10 MW each, targeting up to 500 megawatts (“MW”) of aggregate capacity over a multi-year period. The Right of First Offer would not be an exclusive arrangement; where ROMA does not offer financing, or the parties do not agree on terms, the sponsors would remain free to pursue alternative project-level capital. The Company believes the arrangement would nonetheless provide ROMA with early, recurring access to a pipeline of discrete, modular project-financing opportunities, aligned with the phased manner in which capacity is expected to come online.

BlueFlare and Bloc3 Energy are advancing toward the Master LOI to jointly develop up to 500 MW of distributed BTM data centres across Alberta, Canada, configured as a portfolio of individual sites ranging from approximately 1 MW to 10 MW each. ZAJA, a data centre advisory and consulting firm, is partnered with Bloc3 Energy in connection with the program. The program is designed to co-locate compute load directly behind natural-gas generation in the province, reducing reliance on grid interconnection timelines and positioning the parties to serve growing demand for scalable artificial intelligence (“AI”) and high-performance computing (“HPC”) infrastructure.

BlueFlare is an Alberta-incorporated, vertically integrated BTM gas-to-power and AI/HPC platform. Its distributed, modular model — deploying capacity in 1 MW to 10 MW increments across multiple sites rather than as a single large campus — is designed to scale in line with tenant demand, gas availability and engineering studies, while spreading development across the Alberta corridor. Initial sites would be advanced first, with additional capacity phased in over time as power supply, tenant commitments, financing and required approvals are secured. Development of the full 500 MW of contemplated capacity would occur over a multi-year period and remains subject to numerous conditions.

“Our prospective investment in BlueFlare is about more than a minority stake,” said Claire Luk, Chief Executive Officer of ROMA. “A right of first offer over project-level funding gives ROMA a direct line of sight into a recurring pipeline of modular, behind-the-meter financings as Alberta’s compute demand scales — the kind of repeatable, infrastructure-linked opportunity set at the intersection of energy and the digital economy that fits our strategy.”

“Demand for behind-the-meter compute in Alberta is accelerating, and our distributed platform is built to meet it in the one-to-ten-megawatt increments the market is demanding,” said Landon Ruszkowski, Chief Executive Officer of BlueFlare. “Pairing that build-out with a capital partner that has the first opportunity to fund projects at the site level is the most capital-efficient path to scaling a dense, distributed portfolio across the province.”

ROMA has not made any investment in BlueFlare to date. The proposed equity subscription, the Right of First Offer and the underlying Master LOI are non-binding and remain subject to, among other things, the completion of due diligence; the availability of power, sites, financing and required regulatory approvals; and the negotiation and execution of definitive agreements, none of which has occurred. The Company evaluates a prospective investment in BlueFlare as part of its broader strategy of supporting platforms positioned at the intersection of energy infrastructure and the digital economy, and intends to provide further updates to shareholders as the parties progress toward definitive documentation.

About Roma Green Finance Limited

Roma Green Finance Limited (Nasdaq: ROMA) is a Cayman Islands holding company that, through its operating subsidiaries based in Hong Kong and Singapore, provides ESG, corporate governance and risk management, and sustainability and climate-change related advisory services. The Company’s services include sustainability strategy advisory, ESG reporting, climate-change strategies and solutions, environmental compliance audit, ESG rating support, shareholder communication, and education and training. ROMA’s ordinary shares trade on the Nasdaq Capital Market under the symbol “ROMA.” Additional information is available at www.romaesg.com.

About BlueFlare Group Holdings Inc.

BlueFlare Group Holdings Inc. is an Alberta-incorporated, vertically integrated behind-the-meter gas-to-power and AI/HPC infrastructure platform operating under the tagline “From Wellhead to Workload.” Through its wholly owned subsidiaries, including BlueFlare Energy Solutions, BlueFlare develops and operates distributed BTM power and compute sites that co-locate data centre load directly behind natural-gas generation in Alberta, Canada.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the safe-harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions, and include words such as “believes,” “plans,” “anticipates,” “projects,” “estimates,” “expects,” “intends,” “strategy,” “future,” “opportunity,” “may,” “will,” “should,” “could,” “potential,” or similar expressions. Statements that are not historical facts are forward-looking statements, including, without limitation, statements regarding the grant of the Right of First Offer under the contemplated Master LOI and any project-level funding ROMA may provide; the proposed Master LOI among BlueFlare, ZAJA and Bloc3 Energy; the contemplated development of up to 500 MW of distributed behind-the-meter data centre capacity in Alberta; the expected size, timing, phasing and economics of any such development; and ROMA’s evaluation of, and any decision to make, a prospective investment in BlueFlare.

Forward-looking statements are based on current beliefs and assumptions that are subject to risks and uncertainties, and speak only as of the date they are made. Actual results could differ materially from those contained in any forward-looking statement as a result of various factors, including the failure of the parties to execute the Master LOI or any definitive agreements, the failure to grant or exercise the Right of First Offer, the failure of ROMA to complete due diligence or to make any investment in BlueFlare, the availability of power, sites, financing and required regulatory approvals, and prevailing market conditions. The Company undertakes no obligation to update any forward-looking statement publicly in light of new information or future events, except as required by law. More information, including potential risk factors, is included in the Company’s filings with the U.S. Securities and Exchange Commission, including its Reports on Form 6-K and its Annual Report on Form 20-F, all of which are available at www.sec.gov.

Investor Contact

IR Contact:
HBK Strategy Limited
ir@hbkstrategy.com
+852 2156 0223


FAQ

What did Roma Green Finance (NASDAQ: ROMA) announce about BlueFlare on June 18, 2026?

Roma Green Finance announced it expects a non-exclusive right of first offer to fund BlueFlare’s Alberta behind-the-meter data centre projects. According to ROMA, this right is tied to a contemplated, non-binding master LOI and a proposed 5% equity subscription in BlueFlare.

How much data centre capacity could Roma Green Finance (ROMA) help finance in Alberta, Canada?

ROMA may gain first-offer rights on project-level funding for up to 500 MW of distributed behind-the-meter data centre capacity. According to ROMA, the portfolio would comprise individual 1–10 MW sites developed over multiple years, subject to numerous conditions and definitive agreements.

What is the role of Bloc3 Energy and ZAJA in Roma Green Finance’s (ROMA) Alberta data centre opportunity?

Bloc3 Energy and ZAJA are partnering with BlueFlare on a program to develop up to 500 MW of distributed behind-the-meter data centres. According to ROMA, the contemplated master LOI among BlueFlare, Bloc3 Energy and ZAJA would underpin ROMA’s expected right of first offer.

Is Roma Green Finance’s (NASDAQ: ROMA) right of first offer on Alberta data centres binding?

No, the proposed right of first offer and equity subscription are currently non-binding and conditional. According to ROMA, they depend on due diligence, power and site availability, financing, regulatory approvals and negotiation and execution of definitive agreements that have not yet occurred.

How does the Alberta behind-the-meter data centre program align with Roma Green Finance’s (ROMA) strategy?

ROMA views the prospective BlueFlare investment as supporting platforms at the intersection of energy infrastructure and the digital economy. According to ROMA, modular behind-the-meter financings for AI and high-performance computing demand in Alberta fit its ESG, sustainability and climate-related advisory focus.