Transaction anticipated to be highly accretive at an indicative 4X Proforma EBITDA with an implied valuation of ~$40 Million

Exclusive heads of agreement in place for acquisition to be funded through a combination of deferred vendor finance and a convertible preference share tranche with $6.80 conversion price

Acquisition expected to return VivoPower to group-level profitable status post-closing

AI readiness of the site attributable to already energized hydropower with a very low cost at sub $0.035/kWh

LONDON, UK / OSLO, NORWAY, Dec. 30, 2025 (GLOBE NEWSWIRE) -- VivoPower International PLC (NASDAQ: VVPR) (“VivoPower” or the “Company”), a leading B Corp-certified global sustainable energy solutions group, is pleased to announce the execution of an exclusive heads of agreement to acquire an energized and operational 40MW+ data center infrastructure facility in Norway powered by 100% renewable hydroelectric energy.

With 40MW+ of operational energized capacity and an additional 40MW earmarked for potential approval in 2026, the facility is expected to serve as a strategic foundation platform for VivoPower’s Power-to-X strategy under the banner of Caret Digital. With high-density hydropower access at a cost below $0.035/kWh, a climate-advantaged Nordic location, and a 50-year land lease in place, VivoPower’s intention is to ultimately repurpose the facility from its current blockchain compute co-hosting business model into a Sovereign AI Hub. This transition will support Large Language Model (LLM) training and inference for local and global enterprise clients seeking carbon-neutral compute.

The convertible preference shares are expected to have a conversion price of $6.80 and PIK coupon of 6% per annum and should the transaction proceed, will be issued conditional upon VivoPower shareholder approval at a general meeting to be held in January 2026. This transaction is expected to close in January 2026.

About VivoPower

Originally founded in 2014 and listed on Nasdaq since 2016, VivoPower operates with a global footprint spanning the United Kingdom, Australia, North America, Europe, the Middle East, and Southeast Asia. An award-winning global sustainable energy solutions B Corporation, VivoPower has three business units, Tembo, Caret Digital and Vivo Federation. Tembo is focused on electric solutions for off-road and on-road customized and ruggedized fleet applications, as well as ancillary financing, charging, battery, and microgrid solutions. Caret Digital is a power-to-x business focused on the highest and best use cases for renewable power, including digital asset mining. Vivo Federation is the digital asset arm of VivoPower focused on XRPL based real world blockchain applications and maintaining exposure to Ripple Labs shares and XRP tokens. Across Tembo, Caret Digital and Vivo Federation, VivoPower has assembled a differentiated platform spanning power, mobility, compute and digital infrastructure, which the Company is now aligning behind its highest-return Power-to-X opportunity: Sovereign AI computing.

Forward-Looking Statements

This communication includes certain statements that may constitute "forward-looking statements" for purposes of the U.S. federal securities laws.

This announcement contains forward-looking statements including, but not limited to, the Company’s ability to achieve US$10m in EBITDA, the successful repurposing of the site for AI, and the timing of the closing. These statements are "targets" and "projections" only. Actual results may differ materially due to risks including: (i) fluctuations in Nordic energy pricing; (ii) delays in AI hardware procurement; (iii) the inability to obtain shareholder approval for the financing tranche; and (iv) general market volatility.

Forward-looking statements include, but are not limited to, statements that refer to projections, forecasts, or other characterizations of future events or circumstances, including any underlying assumptions. The words "anticipate," "believe," "continue," "could," "estimate," "expect," "intends," "may," "might," "plan," "possible," "potential," "predict," "project," "should," “target”, "would" and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements may include, for example, statements about the achievement of performance hurdles, or the benefits of the events or transactions described in this communication and the expected returns therefrom. These statements are based on VivoPower's management's current expectations or beliefs and are subject to risk, uncertainty, and changes in circumstances. Actual results may vary materially from those expressed or implied by the statements herein due to changes in economic, business, competitive and/or regulatory factors, and other risks and uncertainties affecting the operation of VivoPower's business. These risks, uncertainties and contingencies include changes in business conditions, fluctuations in customer demand, changes in accounting interpretations, management of rapid growth, intensity of competition from other providers of products and services, changes in general economic conditions, geopolitical events and regulatory changes, and other factors set forth in VivoPower's filings with the United States Securities and Exchange Commission. Due to circumstances outside of its control and/or any other unexpected developments, VivoPower may not ultimately consummate this transaction or the terms of the transaction may change ahead of any final closing. The information set forth herein should be read in light of such risks. VivoPower is under no obligation to, and expressly disclaims any obligation to, update or alter its forward-looking statements whether as a result of new information, future events, changes in assumptions or otherwise.

Non-GAAP Financial Measures

This release contains "Pro Forma EBITDA," a non-GAAP financial measure. The Company believes this measure provides useful information but it should not be considered in isolation. A reconciliation of this targeted non-GAAP measure to the most directly comparable GAAP measure is not available without unreasonable effort due to the non GAAP unaudited nature of the target's historical accounts.

Corporate Disclosure Policy regarding Social Media

VivoPower International PLC (“the Company”) announces material information to the public through a variety of channels, including SEC filings, press releases, public conference calls, and its corporate website ( www.vivopower.com ). The Company also intends to use its official social media channels, including its accounts on X (@Vivo_Power) and Stocktwits (VivoPower_Official), as a means of disclosing information about the Company and its services to its shareholders and the public. It is possible that the information the Company posts on these social media channels could be deemed to be material information. Therefore, the Company encourages investors, the media, and others interested in the Company to review the information posted on these channels.

Media Contacts
VivoPower: [email protected]