NoviqTech Sells Software Platforms for $1M to Go All in on Biochar Carbon Removal
NoviqTech has executed a binding term sheet to divest its Carbon Central, Fuel Central, NoviqAI, and Quantum Intelligence software platforms to Renaissance Infrastructure for $1,000,000, redirecting capital and management resources to biochar carbon dioxide removal through its subsidiary Coralia. The transaction involves the sale of 100% of NoviqTech Services Pty Ltd, which will hold all divested platforms and intellectual property, with $200,000 payable on completion and $800,000 in four equal quarterly instalments secured by Renaissance.
NoviqTech executes binding term sheet to divest software assets for $1 million
The company has entered into a binding term sheet with Renaissance Group Holdings Limited as General Partner for Renaissance Infrastructure to divest 100% of the issued shares in NoviqTech Services Pty Ltd. Under the term sheet, Renaissance will acquire the Carbon Central, Fuel Central, NoviqAI, and Quantum Intelligence platforms, along with associated intellectual property and business assets, for total consideration of $1,000,000.
The consideration structure comprises $200,000 payable on completion, with the balance of $800,000 to be paid in four equal quarterly instalments. Renaissance will provide security to NoviqTech for the deferred instalment payments.
The term sheet is binding as to exclusivity, confidentiality, governing law, and the fixed purchase price provisions. The remaining terms are non-binding and subject to execution of definitive agreements following due diligence. Before completion, NoviqTech will undertake an internal restructuring at its sole cost to transfer the business assets being divested into NoviqTech Services.
The divestment is expected to result in monthly savings exceeding $100,000. All current NoviqTech staff will transfer to Renaissance with NoviqTech Services, together with all associated employee leave entitlements and liabilities. All associated employee leave entitlements and liabilities will transfer with them.
This transaction fundamentally repositions NoviqTech from a diversified software business into a focused biochar carbon dioxide removal company. The board’s decision follows its capital allocation review, which identified carbon dioxide removal through Coralia’s biochar projects as the greatest opportunity for shareholder value creation.
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Transaction conditions and timeline
Completion of the transaction remains subject to several key conditions precedent:
- Satisfactory completion of due diligence by Renaissance (due diligence period expires 2 business days before shareholder approval is obtained)
- Execution of definitive transaction agreements
- Approval of the transaction by NoviqTech shareholders at the AGM
- Completion of internal restructuring and transfer of divestment assets into NoviqTech Services, including IP assignments, contract novations, and any necessary third-party consents from contractual counterparties
- No material adverse change in the business prior to completion
- Any necessary regulatory or ASX approvals
Completion is targeted to occur 30 days after shareholder approval at the AGM. Either party may terminate the term sheet if conditions precedent are not satisfied within 30 days of the AGM shareholder resolution, or for material breach.
Renaissance has been granted exclusivity in respect of the transaction from the date of the term sheet until the earlier of completion or termination. This exclusivity period provides Renaissance with protected negotiation rights while due diligence and definitive agreements are finalised.
The shareholder approval requirement and AGM timing give investors a clear decision point on the strategic pivot. The structured conditions precedent reduce execution risk while maintaining deal certainty through the binding fixed purchase price provisions.
What is biochar carbon dioxide removal?
Biochar is a charcoal-like material produced from organic waste through pyrolysis, a high-temperature process conducted in the absence of oxygen. When applied to soil or used in construction materials, biochar locks carbon away in a stable form for hundreds to thousands of years.
Biochar qualifies as carbon dioxide removal (CDR) because it removes atmospheric CO2 via biomass growth, then permanently sequesters that carbon in stable form. As plants grow, they absorb CO2 from the atmosphere. When that biomass is converted into biochar rather than allowed to decompose, the carbon remains locked away rather than returning to the atmosphere.
Key attributes of biochar CDR include measurability, auditability, and alignment with both voluntary and compliance carbon markets. The carbon storage duration and verification processes enable biochar CDR credits to meet institutional-grade carbon removal standards.
Data centres and hyperscalers seeking to neutralise residual emissions represent a growing buyer market for biochar CDR. Biochar CDR offers long-term carbon storage, measurable and auditable carbon removal, and integration with low-carbon infrastructure development strategies.
Strategic rationale and Coralia focus
Following the acquisition of Coralia Pty Ltd in January 2026, the NoviqTech board undertook an ongoing assessment of the company’s capital allocation priorities, growth opportunities, and long-term strategic focus. As part of that process, the board determined that the greatest opportunity for shareholder value creation lies in the carbon dioxide removal sector, through the development and commercialisation of Coralia’s biochar carbon removal projects and associated low-carbon concrete product development.
The Coralia acquisition in January 2026 marked NoviqTech’s first structural step away from its legacy software identity, pairing a $500,000 scrip consideration with a milestone-based payment structure requiring Puro.earth certification and $5 million in offtake agreements before full consideration was released.
The transaction enables NoviqTech to solely focus its resources on the proposed offtake with Pure Data Centres Group for 70% of the biochar CDR credits from Coralia’s flagship Great Barrier Reef Biochar Project and expand its biochar CDR project portfolio. This offtake agreement provides commercial validation of Coralia’s project development approach and positions the company within the data centre sustainability ecosystem.
Additional strategic benefits include simplified operating structure, accelerated development of the low-carbon concrete project in conjunction with Swinburne University of Technology, and strengthened balance sheet and working capital position. The monthly savings exceeding $100,000 and elimination of staff liabilities directly support Coralia’s development runway without requiring immediate additional capital.
Timothy Brooks, CEO and Managing Director
“This is a pivotal moment for NoviqTech. Divesting the Carbon Central and Fuel Central technology assets allows us to concentrate our efforts and direct capital to what we see as the most compelling growth opportunity for the Company. Coralia has fast demonstrated notable commercial potential in the fast-emerging carbon removal market, and this Transaction enables us to accelerate our strategic focus while remaining disciplined in how we allocate capital.”
The divestment unlocks recurring monthly savings while eliminating staff liabilities from NoviqTech’s balance sheet. This capital efficiency directly supports Coralia’s development runway and reduces the company’s monthly cash burn, extending operational runway without dilution.
Board and management changes
Freddy El Turk has resigned from the NoviqTech board, effective immediately. Current Executive Director Timothy Brooks has been appointed as the new CEO and Managing Director of NoviqTech, effective immediately.
Mr Brooks’ remuneration package, including proposed performance rights or incentive arrangements, will be announced in due course following negotiation with, and approval by, the company’s board, and then put to shareholders for approval where required by the ASX listing rules.
This leadership consolidation signals execution focus under Brooks’ direction. Tying future remuneration disclosure to board negotiation and shareholder approval where required gives shareholders visibility into management incentives and ensures alignment with performance outcomes.
Use of proceeds
The net proceeds from the transaction will be applied toward:
- Coralia biochar CDR product and project development
- Coralia’s low-carbon concrete project with Swinburne University of Technology
- Expanding Coralia’s biochar CDR project pipeline
- Commercialisation activities and strategic partnerships
- Working capital requirements
- Corporate and compliance costs associated with operating an ASX-listed company
All proceeds are allocated toward Coralia’s growth and operational sustainability. No capital is directed to legacy operations or non-core activities. This focused deployment strategy ensures the divestment proceeds support the company’s repositioning as a pure-play biochar CDR business.
Data centre opportunity and market positioning
Coralia positions its biochar CDR offering for data centre operators and hyperscalers seeking to neutralise residual emissions. For these infrastructure operators, biochar CDR offers long-term carbon storage for hundreds to thousands of years, measurable and auditable carbon removal, alignment with voluntary and compliance carbon markets, and integration with low-carbon infrastructure development strategies.
Coralia’s Data Centres Australia (DCA) affiliate membership provides a strategic market touchpoint to integrate biochar CDR supply and concrete decarbonisation in data centre construction into a unified offering for data centre developers and hyperscale operators. This membership gives Coralia direct access to the buyer ecosystem as data centre sustainability requirements intensify.
The Pure Data Centres Group offtake for 70% of CDR credits from the Great Barrier Reef Biochar Project demonstrates commercial validation within this target market. The data centre sector’s escalating power consumption and sustainability commitments create a structural demand tailwind for verified carbon removal solutions.
The unified offering potential integrates biochar CDR supply with concrete decarbonisation for data centre construction. This positions Coralia to address multiple sustainability requirements for infrastructure operators through a single commercial relationship, potentially reducing procurement complexity for buyers while expanding revenue streams for Coralia.
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About Coralia
Coralia is an Australian biochar carbon removal company building an institutional-grade portfolio of high-integrity biochar CDR projects in the Great Barrier Reef catchment in North Queensland. The company’s biochar CDR credits and physical biochar are positioned to support data centres and their AI hyperscale customers in reducing net carbon emissions both within Australia and globally.
| Attribute | Detail |
|---|---|
| Focus | Biochar carbon dioxide removal |
| Project location | Great Barrier Reef catchment, North Queensland |
| Target customers | Data centres, AI hyperscalers |
| Strategic offtake | Pure Data Centres Group (70% of flagship project CDR credits) |
Coralia’s institutional-grade project development approach and geographic positioning in the Great Barrier Reef catchment enhance the credibility and marketability of its CDR credits. The region’s global environmental recognition provides a narrative advantage when marketing carbon removal credits to international buyers, particularly those seeking verified carbon removal with co-benefits for reef water quality and regional environmental outcomes.
For investors wanting to track Coralia’s operational progress toward certification, our dedicated guide to the Great Barrier Reef Biochar Trial covers the six structured trial objectives, the Puro.earth Preliminary Assessment pathway targeting September 2026, and the role of Swinburne University in supporting the academic research component.
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