BSF Enterprise PLC - Heads of Terms - US Joint Venture

We've signed a non-binding Heads of Terms with US brand operator IMPOSTER LLC to set up a joint venture bringing T-Rex Leather™ into the North American luxury market.

The structure is designed to keep our cash exposure low. BSF contributes technology licensing and material supply access, not cash.

The joint venture's scope is limited to small luxury items: novelty goods, bag charms, keyrings, desk accessories, equestrian goods and a limited run of bespoke handbags and wallets.

We keep 100% of our IP and commercial rights across the big volume categories, mainline footwear, apparel, automotive interiors and mass-market handbags, so this doesn't limit our ability to do separate deals with major global brands in those spaces.

Rollout happens in two phases. Phase 1 starts straight away, with T-Rex Leather™ showcased at US events including the Hampton Classic Horse Show, New York Fashion Week and the Humane World Gala. Phase 2, full commercial exclusivity, only kicks in once IMPOSTER closes its own funding round and transfers between $500,000 and $1,000,000 of ring-fenced operating capital into the joint venture. Until that happens, full activation doesn't proceed.

If it does go ahead, we're targeting several revenue streams: a 25%-35% margin on supplying raw T-Rex Leather™ material, a 3%-7% royalty on net sales, and a 50% share of the joint venture's downstream profits.

It's worth being clear that this remains non-binding. It still needs due diligence, definitive legal agreements, funding conditions to be met, and board and regulatory approvals before it's finalised. We'll update the market as that progresses.