Earths Energy Exits Geothermal Joint Venture With $625K Settlement
Key Takeaways
- Earth's Energy formally completed the termination of its geothermal joint venture on 25 September 2026, with all obligations now fully extinguished.
- EE1 paid a total of $625,000 in settlement — $400,000 immediately after shareholder approval and a final $225,000 at completion — and transferred its 84% stakes in Volt Geothermal Pty Ltd and Within Energy Pty Ltd to minority shareholders for $1.
- All parties have released each other from all claims connected to the joint venture and related agreements, leaving EE1 with no residual interest in the geothermal exploration licences in South Australia and Queensland.
- EE1 waived the Re-Compliance Condition at its sole discretion on 17 September 2026, accelerating completion without requiring a re-compliance transaction under ASX Listing Rules Chapters 1 and 2.
- The exit simplifies EE1's corporate structure and removes contingent liabilities from its balance sheet, clearing the path for whatever strategic direction the company pursues next.
Earth’s Energy exits geothermal joint venture
Earth’s Energy (ASX: EE1) has completed the formal termination of its geothermal joint venture, with completion confirmed on 25 September 2026. The joint venture related to the exploration and development of geothermal exploration licences located in South Australia and Queensland.
The Deed of Termination, Settlement and Release was dated 3 March 2026. The minority shareholders party to the deed are Mimo Strategies Pty Ltd (ACN 140 796 112) as trustee for Mimo Trust, Ninety35 Pty Ltd (ACN 649 281 881) as trustee for 2Gen Family Trust, and Stephen Biggins as trustee for the Rescap Family Trust.
A prior payment of $400,000 was made immediately following shareholder approval, with a final payment of $225,000 at completion, together completing the settlement payments required under the deed. EE1 also transferred its entire interest, being all of its fully paid ordinary shares, in Volt Geothermal Pty Ltd and Within Energy Pty Ltd (each 84% owned by EE1) to the minority shareholders in their respective proportions for consideration of $1.
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What this means for Earth’s Energy investors
How the termination unfolded
The key events in sequence:
- Joint Venture Agreement originally dated on or about 31 October 2023
- Deed of Termination, Settlement and Release executed 3 March 2026
- Shareholder approval obtained at a general meeting held 26 June 2026, for the purposes of ASX Listing Rules 10.1 and 11.2
- Re-Compliance Condition waived by EE1 at its sole discretion on 17 September 2026
- Completion confirmed 25 September 2026
Shareholder approval was required under ASX Listing Rules 10.1 and 11.2. The Re-Compliance Condition, which related to EE1 completing a transaction requiring it to re-comply with Chapters 1 and 2 of the ASX Listing Rules, was one EE1 was entitled to waive at its sole discretion, and it exercised that right by providing written notice to the minority shareholders.
Clean break — no further obligations
EE1 no longer holds any interest in Volt Geothermal Pty Ltd, Within Energy Pty Ltd, the Joint Venture, or the Geothermal Exploration Licences. All parties to the deed have released each other from all claims in connection with the Joint Venture and the related agreements. No further amounts are payable by EE1 under the Deed. The exit is complete and obligations are fully extinguished.
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Understanding joint venture terminations on the ASX
A deed of termination and release is a legally binding agreement that formally ends a joint venture and discharges all parties from future claims under the original arrangement. Companies exit joint ventures for various reasons, including strategic refocus, the need to reduce ongoing costs, or an inability to progress a project to the next stage.
ASX re-compliance (under Chapters 1 and 2 of the Listing Rules) can be triggered when a company undergoes a sufficiently significant change in nature or scale of activities. When that condition is attached to a settlement, it can delay completion unless the entitled party chooses to waive it.
For investors, resolving a legacy joint venture removes contingent liabilities from the balance sheet and simplifies the corporate structure. That simplification can be a prerequisite before a company moves into its next strategic chapter.
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