Santana Equestrian Private Financial, Inc. Signs Services-for-Equity Agreement with JH Hauling & Services LLC

Rhea-AI Summary

Santana Equestrian Private Financial (OTC:SEQP) has entered into a strategic services-for-equity agreement with JH Hauling & Services LLC for manure hauling services. Under the agreement, SEQP will issue 1 million restricted common shares (1.5% of outstanding shares) to JH Hauling in two tranches, valued at approximately $600,000 for a three-year term.

The shares will be issued at a reference price of $0.60 per share, with strict lock-up periods and selling restrictions. The first 500,000 shares will be issued immediately, with the remainder due September 2026, subject to performance. The agreement runs through September 2028 and includes provisions for early termination.

This partnership aims to secure reliable waste removal logistics for SEQP's Activium Soil™ composting operations while aligning JH Hauling's interests with the company's growth through equity participation.

Positive

• Strategic conversion of operating expenses into equity partnership, preserving cash flow
• Secured reliable waste removal logistics for three years with established industry partner
• 12-month lock-up period and 5% monthly sale restriction protects share value
• Integration potential to optimize operations from collection to processing

Negative

• 1.5% shareholder dilution through issuance of 1 million new shares
• Risk of early contract termination after first year with 90-day notice
• Shares issued at $0.60 reference price may not reflect future market value
• Dependence on single hauling service provider for critical operations

Stock-based payment secures manure hauling for SEQP's Activium Soil™ composting operations, aligning service provider with company growth.

LOXAHATCHEE GROVES, FLORIDA / ACCESS Newswire / September 14, 2025 / Santana Equestrian Private Financial, Inc. (OTC:SEQP) ("SEQP" or the "Company"), an agricultural waste-to-fertilizer company, today announced that it has signed a services-for-equity agreement with JH Hauling & Services LLC ("JH Hauling"), a Florida-based equine manure hauling and logistics firm. The agreement, dated September 12, 2025, engages JH Hauling to support SEQP's Activium Soil™ equine waste-to-compost operations in exchange for shares of SEQP's common stock. By issuing stock for services, SEQP is converting an operating expense into an equity partnership, aligning the interests of its service provider with the Company's success while preserving cash.

Under the terms of the agreement, SEQP will issue a total of 1,000,000 restricted common shares (approximately 1.5% of SEQP's outstanding shares) to JH Hauling as consideration for its services. The shares will be issued in two tranches: 500,000 shares upon execution of the agreement and an additional 500,000 shares on the first anniversary (on or about September 12, 2026), contingent on JH Hauling's continued satisfactory performance. The parties agreed to a reference price of approximately $0.60 per share for the transaction, implying a total contract value of roughly $600,000 for the three-year term.

All shares issued to JH Hauling will be subject to a 12-month lock-up period from each issuance date, during which JH Hauling cannot sell or transfer the shares. Following each lock-up period, JH Hauling may sell no more than 5% of the total shares received per month, in compliance with Rule 144 volume limitations, and is prohibited from engaging in any short sales of SEQP stock. These lock-up and leak-out provisions are intended to ensure an orderly market for SEQP's shares and to align JH Hauling's long-term interests with those of other shareholders.

The service agreement has a term of three (3) years, through September 2028. Early termination is permitted for cause by either party at any time, or by either party without cause after the first year with 90 days' prior written notice. The agreement and the associated share issuance were approved by SEQP's Board of Directors on September 10, 2025. Because the shares are being issued as payment for services, they will be issued as restricted securities in a private placement to an accredited investor (JH Hauling) and will not be registered under the Securities Act of 1933. SEQP obtained an accredited investor representation letter from JH Hauling and is disclosing this agreement in accordance with OTC Markets guidelines for material definitive agreements and unregistered stock issuances.

"This alliance ensures reliability and scalability for our waste removal logistics," said Paulo Santana, Chief Executive Officer of SEQP. "By granting JH an equity interest, we're making them a stakeholder in SEQP's success. They literally have 'skin in the game' to help us expand our composting program and maintain uninterrupted service for the horse farms we serve. We believe this is a win-win - we secure top-tier hauling services, and JH participates in the value we're creating by turning manure into marketable organic fertilizer."

"Partnering with SEQP is a natural fit," said James J. "Justin" Hickey, President of JH Hauling & Services LLC. "We've essentially been working in parallel - we collect the manure and SEQP processes it. Now, by formally integrating our operations, we can optimize the entire chain from stall to soil. The equity component means we share in the upside of improving efficiency and growing the compost business."

Forward-Looking Statements

In addition to historical information, this press release contains forward-looking statements, including but not limited to statements regarding the expected benefits of the partnership with JH Hauling, anticipated improvements in operations, and the Company's growth prospects. Forward-looking statements are subject to various risks and uncertainties that could cause actual results to differ materially from those expressed or implied. These risks include, among others, operational challenges in integrating services, regulatory changes, market conditions affecting the Company's stock price, and general economic conditions. Readers should not place undue reliance on forward-looking statements. SEQP undertakes no obligation to update any forward-looking statements except as required by law.

The common shares to be issued have not been registered under the Securities Act of 1933, as amended, or any state securities laws, and will be issued pursuant to applicable exemptions from registration. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any jurisdiction where such offer, solicitation, or sale would be unlawful.

About Santana Equestrian Private Financial, Inc. (SEQP)

Santana Equestrian Private Financial, Inc. is a Florida-based waste management and agricultural products company focused on sustainable solutions for equine waste. SEQP collects horse manure from commercial and private stables and composts it for use as organic fertilizer. Through its Activium Soil™ division, the Company supplies compost and soil amendments to landscapers, nurseries, and farms throughout South Florida, exemplifying a sustainable, closed-loop approach to equine waste. SEQP is publicly traded on the OTC market (OTC Pink: SEQP) and maintains current reporting status with OTC Markets. For more information, visit www.bioactivium.com.

About JH Hauling & Services LLC

JH Hauling & Services LLC is a private hauling company based in Loxahatchee Groves, Florida, specializing in manure removal and logistics services for the equestrian industry. Founded in 2006, JH Hauling has served the Wellington and Loxahatchee equine communities for over 15 years. The company operates a fleet of specialized trucks and is known for reliable, timely service, playing a crucial behind-the-scenes role in South Florida's world-class equestrian events and facilities. JH Hauling is fully licensed and insured, and is an approved manure hauler by local authorities due to its compliance and service quality.

Contact Information:
Santana Equestrian Private Financial, Inc.
Paulo Santana - Chief Executive Officer
Email: santanaprivatefinancial@gmail.com
Phone: (561) 308-8206
Website: www.bioactivium.com

SOURCE: Santana Equestrian Private Financial, Inc.

View the original press release on ACCESS Newswire

FAQ

What is the value of SEQP's services-for-equity agreement with JH Hauling?

The agreement is valued at approximately $600,000, with SEQP issuing 1 million restricted shares at a reference price of $0.60 per share over a three-year term.

How many shares will SEQP issue to JH Hauling and when?

SEQP will issue 1 million shares in two tranches: 500,000 shares immediately and another 500,000 shares in September 2026, subject to satisfactory performance.

What are the selling restrictions for JH Hauling's SEQP shares?

The shares have a 12-month lock-up period from each issuance date, after which JH Hauling can sell up to 5% of total shares received per month, following Rule 144 limitations.

How long is the service agreement between SEQP and JH Hauling?

The agreement has a three-year term through September 2028, with early termination options after the first year with 90 days' notice.

What percentage of SEQP will JH Hauling own after the share issuance?

JH Hauling will own approximately 1.5% of SEQP's outstanding shares after receiving all shares under the agreement.