Evolution Metals, VIVIFY propose hydrogen partnership
The proposed arrangement remains subject to technical validation, definitive agreements, commercial negotiations and required approvals.
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Rhea-AI Filing Summary
Evolution Metals & Technologies Corp. (EMAT) and VIVIFY Technology Corporation signed a non-binding letter of intent dated September 30, 2026, to evaluate VIVIFY as the primary hydrogen-energy partner and infrastructure provider for EMAT’s planned U.S. expansion, including its rare-earth magnet campus. The proposal contemplates behind-the-meter hydrogen power and possible energy-supply and infrastructure-development agreements; no contracting model, price, volume or performance commitment is agreed.
Any collaboration would require executed definitive agreements and is expected to depend on technical due diligence and system validation, agreement on commercial terms, internal approvals, site control, and required governmental, utility, environmental and safety authorizations. EMAT’s non-binding preferred-partner intent runs for 90 days, but creates no exclusivity or right of first refusal. The LOI expires at the earliest of definitive agreements, written termination by either party, or 180 days after September 30, 2026, unless extended in a writing signed by both parties. Confidentiality and specified other provisions are binding.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item 7.01 Regulation FD Disclosure
On October 1, 2026, Evolution Metals & Technologies Corp. (the “Company” or “EMAT”) and VIVIFY Technology Corporation, a Florida corporation (“VIVIFY”), issued a joint press release announcing that they had entered into a non-binding letter of intent, dated September 30, 2026 (the “LOI”), regarding a proposed strategic energy collaboration under which VIVIFY would serve as a primary hydrogen energy technology partner and energy-infrastructure provider for the Company’s planned U.S. expansion (the “Collaboration”). EMAT views the proposed Collaboration as a major step toward securing a domestic power solution for its planned U.S. rare earth magnet campus. A copy of the press release is furnished herewith as Exhibit 99.1, and a copy of the LOI is furnished herewith as Exhibit 99.2, each of which is incorporated herein by reference.
Except for provisions relating to confidentiality, publicity, securities law compliance, expenses, limitation of remedies, term and termination, and governing law, the LOI is non-binding and does not obligate either party to negotiate exclusively, to enter into definitive agreements or to proceed with the Collaboration. Any definitive agreements would be expected to be conditioned on, among other things, satisfactory technical due diligence and independent or additional validation of VIVIFY’s systems as the Company reasonably requires, agreement on commercial terms, internal corporate approvals, site control and required governmental, utility, environmental and safety authorizations. There can be no assurance that definitive agreements will be entered into or that the Collaboration will proceed on the terms described in the LOI or the press release, or at all. The foregoing description of the LOI does not purport to be complete and is qualified in its entirety by reference to the full text of the LOI, a copy of which is furnished as Exhibit 99.2 hereto.
The information in this Item 7.01 of this Current Report on Form 8-K, including Exhibits 99.1 and 99.2, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of the federal securities laws, including within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally relate to future events or the future financial or operating performance of EMAT and may include, without limitation, statements regarding the LOI, the Collaboration, the negotiation and execution of definitive agreements, the anticipated terms, structure, timing and benefits of the Collaboration, the Company’s planned U.S. expansion, and EMAT’s strategy, business plans and growth opportunities. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “expect,” “intend,” “will,” “estimate,” “anticipate,” “believe,” “predict,” “potential,” “plan,” “project,” “target,” “forecast,” or the negatives of these terms or variations of them or similar terminology. These forward-looking statements are based on management’s current expectations and assumptions and are subject to risks, uncertainties, and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to: the risk that EMAT and VIVIFY do not enter into definitive agreements on the terms contemplated by the LOI or at all; the risk that VIVIFY’s hydrogen energy systems do not satisfy EMAT’s technical due diligence or the independent or additional validation on which any definitive agreements are expected to be conditioned, or do not perform as expected; the risk that site control or required governmental, utility, environmental and safety authorizations are not obtained; the risk that the anticipated benefits of the Collaboration are not realized; EMAT’s ability to execute its business plan, including its planned U.S. expansion, obtain financing, construct and scale facilities, secure feedstock and offtake agreements, obtain necessary permits, certifications and regulatory approvals, manage supply chain disruptions, respond to competitive pressures and address geopolitical and macroeconomic risks; and other risks described in EMAT’s filings with the U.S. Securities and Exchange Commission (the “SEC”). Forward-looking statements speak only as of the date they are made. EMAT undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are being furnished herewith:
| Exhibit No. | Description | |
| 99.1 | Joint Press Release dated October 1, 2026. | |
| 99.2 | Letter of Intent, dated September 30, 2026, between Evolution Metals & Technologies Corp. and VIVIFY Technology Corporation. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: October 1, 2026
| Evolution Metals & Technologies Corp. | ||
| By: | /s/ Christopher Clower | |
| Name: | Christopher Clower | |
| Title: | Chief Financial Officer and Chief Operating Officer | |
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Exhibit 99.1
FOR IMMEDIATE RELEASE
VIVIFY Technology and Evolution Metals & Technologies Sign
Letter of Intent for Behind-the-Meter Hydrogen Power for EM&T’s Planned U.S. Rare Earth Magnet Campus
Two Florida-headquartered companies align American hydrogen energy with a domestic rare earth magnet supply chain
DELRAY BEACH and MIAMI, FL, October 1, 2026 — VIVIFY Technology, a hydrogen energy company headquartered in Delray Beach, Florida, and Evolution Metals & Technologies Corp. (“EM&T”) (Nasdaq: EMAT), a U.S.-based critical materials and advanced manufacturing company headquartered in Miami, Florida, today announced that they have signed a non-binding letter of intent under which VIVIFY, would, subject to the execution of definitive agreements and satisfaction of applicable conditions deploy behind-the-meter hydrogen power to support EM&T’s planned U.S. rare earth magnet campus, subject to technical validation and definitive agreements. The letter of intent brings together two Florida companies working on the same national problem from opposite ends: the critical materials that American industry and defense depend on, and the power it takes to produce them. There can be no assurance that definitive agreements will be entered into as set forth in the letter of intent or at all.
EM&T is building a non-China supply chain for rare earth permanent magnets, the components that drive electric vehicles, medical imaging equipment, and defense systems. Through operating subsidiaries with more than 18 years of commercial magnet manufacturing history, the company is scaling annual magnet production capacity in Pohang, Republic of Korea, from approximately 1,000 to 10,000 metric tons, supported by a 750-megawatt electrical infrastructure agreement. EM&T is also developing a fully integrated U.S. rare earth magnet campus, with Phase I planned as the largest hydrometallurgical facility in the Western Hemisphere. The expansion comes as new DFARS sourcing requirements for the U.S. defense industrial base take effect on January 1, 2027.
VIVIFY designs near-zero-emission hydrogen power systems deployed behind the meter and independent of the legacy grid. Its Arsenal includes the flagship Hydrogen Oxygen Generator™ (HOG™), the Clean Air Technology™ (CAT™) five-stage emissions control system, and the Flying Pig™, a containerized hydrogen power unit engineered toward 1MW per container and designed to scale by adding modules. Water is the primary fuel input, and VIVIFY’s system is designed to produce output that 99% emission-free, and does not require ongoing fuel resupply is required. VIVIFY’s corporate office and lab are based in Delray Beach, Florida, with manufacturing in Jupiter, Florida, scheduled to begin in January 2027.
Magnet manufacturing and critical materials processing are power-intensive work, and large blocks of reliable power have become one of the hardest inputs for advanced manufacturers to secure. VIVIFY’s modular architecture is designed to allow power capacity to grow alongside production.
Rather than waiting on a single large installation or a utility interconnection timeline, capacity would be added container by container as each phase of production comes online. At EM&T’s planned U.S. rare earth magnet campus, the aim is to keep both halves of the equation, the magnets and the power behind them, American-built and Florida-headquartered.
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| U.S. Rep. Byron Donalds, a candidate for Florida governor, second from right, with Jason Herring, Founder and Chief Executive Officer of VIVIFY Technology, far right, during a tour of VIVIFY Technology’s facility. | From left: David Wilcox, Executive Chairman of Evolution Metals & Technologies Corp.; U.S. Rep. Byron Donalds, a candidate for Florida governor; and Jason Herring, Founder and Chief Executive Officer of VIVIFY Technology. |
“Every serious manufacturer in this country is asking the same question right now: where does the power come from? EM&T is rebuilding one of the most important supply chains America has. Our job is to make sure power is never the thing that slows them down,” said Jason Herring, Founder and CEO of VIVIFY Technology.
“Large blocks of reliable power are becoming the constraint no one in advanced manufacturing can ignore. Pairing a domestic critical materials supply chain with domestic, behind-the-meter power is exactly what this moment calls for,” David Wilcox, Executive Chairman of EM&T, said. “Two Florida companies, one mission: End America’s dependence on foreign supply for the materials our industrial base and national defense run on.”
“Florida is open for business. Two great Florida companies are innovating today to solve for tomorrow’s energy needs and critical supply chains.” said U.S. Representative and Candidate for Florida Governor, Byron Donalds. Byron recently toured the VIVIFY facility and met with their engineering team, noting that their technology addresses Florida’s most pressing energy issues: hurricane recovery, rapid residential growth, and data center demands.
About VIVIFY Technology
VIVIFY Technology is a hydrogen energy company headquartered in South Florida. The company designs and develops hydrogen-based energy platforms, including its flagship Hydrogen Oxygen Generator™ (HOG™), the Clean Air Technology™ (CAT™) emissions control system, and the Flying Pig™ containerized power unit, engineered to deliver dependable, dedicated power for the most demanding infrastructure environments in operation today.
VIVIFY’s corporate office and lab are located in Delray Beach, Florida, with manufacturing in Jupiter, Florida, beginning in January 2027. Learn more at vivify-technology.com.
About Evolution Metals & Technologies Corp.
Evolution Metals & Technologies Corp. (Nasdaq: EMAT) is a U.S.-based critical materials and advanced manufacturing company for rare earth permanent magnets, battery materials, and related critical minerals and technologies. By leveraging proven commercial-scale operations, advanced processing technologies, and strategic partnerships, EM&T operates what it believes is the only vertically integrated critical materials supply chain spanning end-of-life electronics and batteries, high-grade concentrates, and the manufacture of finished rare earth magnets (including high-performance rare earth magnets) and battery materials. For additional information, please visit https://investors.evolution-metals.com and follow the Company on LinkedIn.
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Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally relate to future events or the future financial or operating performance of EM&T and may include, without limitation, statements regarding the letter of intent, the collaboration with VIVIFY, the negotiation and execution of definitive agreements, the anticipated terms, structure, timing and benefits of the collaboration, the EM&T’s planned U.S. expansion, and EM&T’s strategy, business plans and growth opportunities. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “expect,” “intend,” “will,” “estimate,” “anticipate,” “believe,” “predict,” “potential,” “plan,” “project,” “target,” “forecast,” or the negatives of these terms or variations of them or similar terminology. These forward-looking statements are based on management’s current expectations and assumptions and are subject to risks, uncertainties, and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to: the risk that EM&T and VIVIFY do not enter into definitive agreements on the terms contemplated by the letter of intent or at all; the risk that VIVIFY’s hydrogen energy systems do not satisfy EM&T’s technical due diligence or the independent or additional validation on which any definitive agreements are expected to be conditioned, or do not perform as expected; the risk that site control or required governmental, utility, environmental and safety authorizations are not obtained; the risk that the anticipated benefits of the collaboration are not realized; EM&T’s ability to execute its business plan, including its planned U.S. expansion, obtain financing, construct and scale facilities, secure feedstock and offtake agreements, obtain necessary permits, certifications and regulatory approvals, manage supply chain disruptions, respond to competitive pressures and address geopolitical and macroeconomic risks; and other risks described in EM&T’s filings with the U.S. Securities and Exchange Commission (the “SEC”). Additional information concerning factors that may affect EM&T’s expectations and projections is contained in its Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 20, 2026, its Quarterly Report on Form 10-Q for the three and six months ended June 30, 2026, filed with the SEC on August 17, 2026, including the disclosures under “Risk Factors” therein, and other documents filed or to be filed with the SEC by EM&T. SEC filings are available at www.sec.gov. Readers are cautioned not to place undue reliance on these statements, which speak only as of the date made. Neither EM&T nor VIVIFY, undertakes any obligation to update any forward-looking statement except as required by law.
Media Contacts VIVIFY Technology
Ashley Stevenson, Chief Marketing Officer
ashley@vivify-technology.com
888.277.8370 vivify-technology.com
EM&T Investor Relations Contact
Arx Investor Relations
North American Equities Desk
www.arxhq.com
EMAT@arxhq.com
EM&T PR, Media & Global Communications Contact
Phoenix MGMT & Consulting
www.PhoenixMGMTConsulting.com
PR@PhoenixMGMTConsulting.com
888-228-0122
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Exhibit 99.2
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LETTER OF INTENT
Date: September 30, 2026
This Letter of Intent (“LOI”) records the current mutual intentions of the Parties with respect to a proposed strategic energy collaboration. Except as expressly set forth in Sections 8 (Confidentiality), 9 (Publicity), 10 (Securities Law Compliance), 11 (Expenses), 13 (Limitation of Remedies), 14 (Term), and 15 (Governing Law and General), this LOI is non-binding and does not create a legally enforceable agreement to proceed with the collaboration, to negotiate exclusively, or to enter into any definitive contract.
PARTIES
Party 1 — EM&T. Evolution Metals & Technologies Corp., a Delaware corporation whose common stock is listed on The Nasdaq Stock Market LLC under the ticker symbol “EMAT,” with principal executive offices at 4040 NE 2nd Avenue, Suite 349, Miami, Florida 33137 (together with its subsidiaries, “EM&T” or the “Company”).
Party 2 — VIVIFY. VIVIFY Technology Corporation, a Florida corporation, a hydrogen energy and infrastructure technology company with principal offices at 325 NE Fifth Avenue, Suite 1, Delray Beach, Florida 33483 (together with its affiliates, “VIVIFY”).
EM&T and VIVIFY are referred to collectively as the “Parties” and individually as a “Party.”
RECITALS
WHEREAS, EM&T is a U.S.-based critical materials and advanced manufacturing company listed on Nasdaq (EM&T), engaged in the production, refining, and manufacture of rare earth magnet materials and rare earth permanent magnets, including sintered and bonded neodymium-iron-boron (NdFeB) magnets and is developing a significant expansion of rare earth refining capacity and rare earth magnet production capacity in the United States;
WHEREAS, VIVIFY is a Florida-based hydrogen energy and infrastructure technology company that designs and develops hydrogen-based energy platforms, including its Hydrogen Oxygen Generator™ (HOG™), the Clean Air Technology™ (CAT™) emissions-control system, and the Flying Pig™ containerized hydrogen power unit engineered toward modular one-megawatt deployment, for high-demand industrial and critical-infrastructure environments;
WHEREAS, EM&T’s planned U.S. rare earth magnet campus and related domestic expansion (as described below) is expected to require substantial dedicated, reliable, and cost-effective energy infrastructure, and EM&T seeks to align that energy supply with American energy-independence and critical-materials supply-chain security objectives;
WHEREAS, the Parties believe VIVIFY’s modular, behind-the-meter hydrogen platforms may be capable of supplying grid-independent or grid-complementary power and related energy services for the type of high-demand industrial operations contemplated by EM&T’s U.S. expansion, subject to technical validation and commercial negotiation; and
WHEREAS, the Parties wish to record the principal terms they presently intend to evaluate and, if mutually satisfactory, to negotiate in good faith toward one or more binding definitive agreements;
| Non-Binding except as expressly stated — Page 1 of 7 |
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NOW, THEREFORE, the Parties set out their mutual intentions as follows:
1. Purpose and Strategic Rationale
The Parties intend to evaluate and, if they elect to proceed, to enter into a strategic energy collaboration (the “Collaboration”) under which VIVIFY would serve as a primary hydrogen energy technology partner and energy-infrastructure provider for EM&T’s planned U.S. expansion. The Collaboration is intended to support EM&T’s development of domestic rare earth refining capacity and rare earth permanent magnet manufacturing capacity by providing a reliable, scalable, and commercially competitive hydrogen-based energy supply aligned with American energy independence, critical-materials security, and responsible environmental performance.
2. EM&T’s U.S. Expansion Program
EM&T is developing a United States expansion program (the “U.S. Expansion”) to establish domestic capacity that is expected to include:
| ● | rare earth element separation and refining, including neodymium, praseodymium, dysprosium, and terbium; |
| ● | sintered and bonded neodymium-iron-boron (NdFeB) permanent magnet production, including the installation and commissioning of ULVAC sintering and related production equipment and replication of operating know-how from EM&T’s Korean platform; |
| ● | associated midstream activities, including recycling and hydrometallurgical and pyrometallurgical processing, alloy and powder production, and such other rare earth processing and advanced-materials manufacturing as EM&T may determine; |
| ● | recycling of e-scrap as feedstock for EM&T’s rare earth magnet production; |
| ● | recycling of Li-ion batteries to produce battery materials including precursor active cathode material and battery salts; and |
| ● | development of an integrated U.S. rare earth magnet and battery materials industrial campus for all of the expansion above. |
The U.S. Expansion is expected to require substantial dedicated power. EM&T has identified reliable, cost-effective, and energy-secure supply — including solutions that can be deployed on a behind-the-meter or hybrid basis and scaled with U.S. Expansion campus demand — as a critical enabling requirement.
3. VIVIFY’s Intended Role
Subject to technical validation, site selection, permitting, and the execution of binding definitive agreements, VIVIFY intends to serve as EM&T’s primary hydrogen energy technology partner and energy-infrastructure provider for the U.S. Expansion. VIVIFY’s intended role includes:
| ● | providing EM&T access to VIVIFY’s hydrogen energy platforms, including HOG™, CAT™, and Flying Pig™ containerized units, configured and scaled to meet agreed energy requirements of the U.S. Expansion; |
| ● | designing, furnishing, deploying, and commissioning hydrogen energy infrastructure at EM&T’s U.S. Expansion site or sites sufficient to support specified electrical loads for rare earth refining and magnet manufacturing, beginning with modular demonstration or first-phase capacity and scaling by adding modules; |
| ● | evaluating behind-the-meter, islanded or microgrid, and hybrid utility-complementary configurations, as required by site conditions, interconnection rules, and EM&T’s criteria for power quality, uptime, and safety; |
| ● | providing ongoing operations and maintenance support for systems deployed at EM&T’s sites, on terms to be agreed; |
| ● | working with EM&T to develop a scalable energy-infrastructure roadmap aligned with the phased build-out of the U.S. Expansion; and |
| ● | collaborating with EM&T on additional applications of VIVIFY technology within EM&T’s broader operations, including emissions-control integration through the CAT™ system where technically appropriate. |
| Non-Binding except as expressly stated — Page 2 of 7 |
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4. Key Intended Commercial Terms
The Parties intend that any binding definitive agreements would address the following commercial items. The items in this Section 4 are statements of present intent only and are not commitments as to structure, price, volume, or performance.
4.1 Energy Supply Agreement. The Parties intend to negotiate a long-term Energy Supply Agreement (an “ESA”) under which VIVIFY would supply hydrogen-based power to designated U.S. Expansion site or sites on a behind-the-meter or dedicated basis. An ESA would be expected to address, among other things: (a) contracted capacity and any minimum supply or take-or-pay construct; (b) pricing structure and escalation; (c) performance guarantees, availability, and service levels; (d) power quality and interconnection; (e) force majeure; (f) metering and invoicing; and (g) default and termination rights.
4.2 Infrastructure Development Agreement. The Parties intend to negotiate an Infrastructure Development Agreement governing the design, supply, installation, commissioning, and acceptance of VIVIFY platforms at EM&T’s U.S. Expansion site or sites, including payment milestones, site-preparation allocation, permitting support, safety protocols, training, spare parts, and acceptance testing.
4.3 Alternative or Hybrid Structures. The Parties may instead, or in combination, evaluate equipment sale, build-own-operate, energy-as-a-service, or other hybrid structures. No particular contracting model is agreed by this LOI.
4.4 Pricing. The Parties intend to negotiate commercially competitive pricing that reflects the long-term and strategic character of the Collaboration, comparable alternatives available to EM&T (including conventional utility service), VIVIFY’s cost to deploy and operate, and any performance risk VIVIFY is willing to assume.
4.5 Scalability. Infrastructure is intended to be modular and scalable so that first-phase units can support early commissioning and pilot circuits, with additional modules added as refining and magnet-production loads increase.
4.6 Clean-Energy and Policy Alignment. The Parties intend that the Collaboration support EM&T’s environmental and energy-security objectives. Any claim of domestic content, Buy American, Inflation Reduction Act, Department of Energy, Department of Defense, or similar program eligibility would be confirmed only after legal and technical review and would be stated, if at all, only in definitive documents.
5. Evaluation Workstream and Proposed Next Steps
Following execution of this LOI, the Parties intend, on a non-binding and good-faith basis, to:
| ● | within thirty (30) days, designate commercial and technical leads, exchange high-level load profiles and site constraints under confidentiality, and complete a joint technical assessment of EM&T’s energy requirements and VIVIFY’s proposed means of meeting them, including a site discussion or visit and an energy-demand analysis; |
| Non-Binding except as expressly stated — Page 3 of 7 |
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| ● | within forty-five (45) days, have VIVIFY deliver a preliminary energy-infrastructure proposal specifying a recommended configuration for EM&T’s initial U.S. Expansion site or sites, together with indicative cost, schedule, water and footprint requirements, and phasing; |
| ● | within ninety (90) days, seek alignment on principal commercial terms for an ESA and an Infrastructure Development Agreement, or an agreed alternative structure; and |
| ● | within one hundred twenty (120) days, if both Parties elect to proceed, execute binding definitive agreements covering the terms the Parties have actually agreed. |
These timelines are indicative only and may be adjusted by mutual written agreement. Neither Party is obligated to complete any particular study or to accept the other Party’s technical or commercial conclusions.
6. Preferred-Partner Status (Non-Binding)
During the period beginning on the date of this LOI and ending ninety (90) days thereafter, or upon the earlier of execution of binding definitive agreements or written termination of discussions by either Party (the “Preferred-Partner Period”), EM&T intends, as an expression of present intent only, to treat VIVIFY as its preferred hydrogen energy partner for the U.S. Expansion and, before entering into a binding commitment with a competing hydrogen energy provider for the same U.S. Expansion energy scope, to notify VIVIFY aand afford VIVIFY a reasonable opportunity to present revised terms.
This Section 6 is not legally binding. It does not prohibit EM&T from evaluating conventional utility service, other distributed-generation technologies, or additional energy partners, and it does not prohibit VIVIFY from pursuing other industrial, municipal, or defense deployments. No legally enforceable exclusivity, right of first refusal, or matching right is created by this Section 6 unless the Parties later execute a separate written instrument that says so expressly.
7. Conditions; Definitive Agreements
If the Parties elect to proceed, they contemplate one or more definitive agreements, which may include a master collaboration agreement, an ESA, an Infrastructure Development Agreement, site license or easement documents, and related safety, interconnection, and operations protocols (collectively, the “Definitive Agreements”). No Party will be bound to the Collaboration unless and until Definitive Agreements have been executed and delivered by authorized representatives of both Parties, and then only as those agreements provide.
Any Definitive Agreements would be expected to be conditioned on matters customary for a project of this type, including satisfactory technical due diligence and independent or additional validation of VIVIFY systems as EM&T reasonably requires; agreement on commercial terms; internal corporate approvals; site control; required governmental, utility, environmental, and safety authorizations; allocation of construction, commissioning, and performance risk; and the absence of a material adverse legal or regulatory development that would make performance impracticable.
8. Confidentiality (Binding)
Each Party agrees that non-public information disclosed by the other Party in connection with this LOI and the Collaboration, including technical data, load information, site plans, cost estimates, and the existence and terms of this LOI (“Confidential Information”), shall be held in confidence and used solely to evaluate the Collaboration. A Party may disclose Confidential Information to its directors, officers, employees, attorneys, accountants, and advisors who have a need to know and who are bound by confidentiality obligations no less protective than this Section, and as required by law, regulation, stock-exchange rule, or legal process, provided that, to the extent legally permitted, the disclosing Party gives prior notice sufficient to allow the other Party to seek a protective order.
| Non-Binding except as expressly stated — Page 4 of 7 |
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Confidential Information does not include information that is or becomes public other than through a breach of this LOI, was already in the receiving Party’s possession without a confidentiality duty, is independently developed without use of the disclosing Party’s information, or is rightfully received from a third party not known to be under a duty of confidentiality. The obligations in this Section 8 survive for three (3) years after the date of this LOI, except that trade secrets shall be protected for so long as they remain trade secrets under applicable law. If the Parties have previously executed a mutual nondisclosure agreement, that agreement remains in force and, in the event of conflict with this Section on confidentiality mechanics, the prior agreement controls.
9. Publicity (Binding)
Neither Party shall issue a press release or other public announcement concerning this LOI or the Collaboration without the prior written consent of the other Party, except as required by applicable law, regulation, or the rules of The Nasdaq Stock Market LLC or any other securities exchange. EM&T may make such disclosure as its counsel advises is required or advisable under the Securities Exchange Act of 1934, as amended, and related rules, and will use reasonable efforts to consult with VIVIFY in advance regarding the content of any required disclosure that identifies VIVIFY.
10. Securities Law Compliance (Binding)
VIVIFY acknowledges that EM&T is a reporting company listed on Nasdaq and that information relating to this LOI and the proposed Collaboration may constitute material non-public information (“MNPI”) under U.S. securities laws. VIVIFY agrees: (a) not to purchase or sell EM&T securities while in possession of MNPI received in connection with this LOI or the Collaboration; (b) to limit internal circulation of such information to persons with a need to know who are instructed regarding these restrictions; and (c) to notify EM&T promptly if VIVIFY believes information shared in these discussions may require public disclosure. EM&T retains sole responsibility for determining the timing and content of any securities-law disclosure relating to this LOI or the Collaboration.
11. Expenses (Binding)
Except as the Parties may later agree in a signed writing, each Party shall bear its own costs and expenses incurred in connection with this LOI, the evaluation workstream, and the negotiation of Definitive Agreements, including legal, engineering, travel, and advisor fees.
12. No Representations or Warranties (Binding)
This LOI does not constitute a representation or warranty by either Party as to any matter, including the technical performance, efficiency, emissions profile, water use, cost, or commercial readiness of VIVIFY’s energy platforms, the schedule, location, financing, or capacity of EM&T’s U.S. Expansion, or any financial term of the proposed Collaboration. Each Party will rely on its own independent assessment and on representations, if any, that are expressly set forth in executed Definitive Agreements.
13. Non-Binding Character; Limitation of Remedies (Binding)
EXCEPT FOR SECTIONS 8, 9, 10, 11, 13, 14, AND 15, THIS LOI IS AN EXPRESSION OF PRESENT INTENT ONLY. NO PAST OR FUTURE ACTION, COURSE OF CONDUCT, OR FAILURE TO ACT, AND NO PARTIAL PERFORMANCE, WILL CREATE ANY BINDING OBLIGATION TO CONSUMMATE THE COLLABORATION OR TO CONTINUE NEGOTIATIONS. NEITHER PARTY SHALL HAVE ANY LIABILITY TO THE OTHER FOR FAILING TO REACH DEFINITIVE AGREEMENTS, FOR DISCONTINUING DISCUSSIONS, OR FOR NEGOTIATING WITH THIRD PARTIES. THE SOLE REMEDIES FOR BREACH OF THE BINDING PROVISIONS OF THIS LOI ARE DAMAGES ACTUALLY INCURRED AND INJUNCTIVE OR OTHER EQUITABLE RELIEF TO PROTECT CONFIDENTIAL INFORMATION OR TO ENFORCE SECTION 9 or 10. NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, ARISING OUT OF THIS LOI.
| Non-Binding except as expressly stated — Page 5 of 7 |
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14. Term and Termination (Binding)
This LOI is effective as of the date first written above and will expire automatically on the earliest of (a) execution of Definitive Agreements covering the Collaboration, (b) written notice of termination by either Party, or (c) one hundred eighty (180) days after the date of this LOI, unless extended in a writing signed by both Parties. Sections 8 through 11 and 13 through 15 survive expiration or termination.
15. Governing Law and General (Binding)
This LOI shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict-of-laws principles. The state and federal courts sitting in Miami-Dade County, Florida, shall have exclusive jurisdiction over disputes arising out of the binding provisions of this LOI, and each Party consents to that venue. This LOI constitutes the entire understanding of the Parties with respect to its subject matter and supersedes prior discussions on that subject; may be amended only by a writing signed by both Parties; may be executed in counterparts, including electronic and PDF signatures, each of which is deemed an original; and may not be assigned without the prior written consent of the other Party. If any provision is held unenforceable, the remaining provisions continue in effect. Nothing in this LOI grants either Party any license to the other Party’s intellectual property. Notices shall be in writing and delivered by hand, overnight courier, or email with confirmation to the addresses set forth above or to such other address as a Party designates in writing.
16. Summary of Binding and Non-Binding Provisions
| BINDING | NON-BINDING |
§8 Confidentiality §9 Publicity §10 Securities Law / MNPI §11 Expenses §13 Limitation of Remedies §14 Term and Termination §15 Governing Law and General |
Recitals; §1 Purpose §2 U.S. Expansion §3 VIVIFY’s Intended Role §4 Commercial Terms §5 Next Steps / Timelines §6 Preferred-Partner Status §7 Conditions; Definitive Agreements §12 No Representations |
If the foregoing correctly reflects the mutual intentions of the Parties, please indicate acceptance by signing below.
| Non-Binding except as expressly stated — Page 6 of 7 |
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IN WITNESS WHEREOF, the Parties have caused this Letter of Intent to be executed by their duly authorized representatives as of the date first written above.
EVOLUTION METALS & TECHNOLOGIES CORP.
| By: | /s/ David Wilcox | |
| Name: | David Wilcox | |
| Title: | Executive Chairman | |
| Date: | 9/30/2026 |
VIVIFY TECHNOLOGY CORPORATION
| By: | /s/ Jason T. Herring | |
| Name: | Jason T. Herring | |
| Title: | Founder and Chief Executive Officer | |
| Date: | 9/30/2026 |
| Non-Binding except as expressly stated — Page 7 of 7 |