A$2 million placement and GridFeed term sheet lift Dotz into AI energy optimisation
Dotz Nano Limited (ASX: DTZ) has received commitments for a A$2.0 million placement (before costs) at A$0.016 per share, comprising 125,000,000 new fully paid ordinary shares. It has also signed a non-binding term sheet with PRF Technologies Ltd (Nasdaq: PRFX) for the proposed acquisition of the DeepSolar/GridFeed software-as-a-service platform.
Placement participants are also to receive one free attaching unquoted option for every placement share, exercisable at A$0.03 and expiring two years from issue, subject to shareholder approval. The issue price represents a 27.3% discount to the last close of A$0.022 before the trading halt and a 23.8% discount to the 15-day VWAP of A$0.0210.
The proposed GridFeed deal would expand Dotz Energy’s capabilities from building energy optimisation into solar, storage and grid analytics. The transaction remains subject to definitive agreements and other conditions.
Nati Harpaz, Chief Executive Officer
“This is an exciting new chapter for Dotz. We are moving decisively further into the energy space, bringing together AI-driven optimisation of how buildings consume energy with the intelligence needed to better understand and manage the generation and distribution of renewable power. The proposed GridFeed acquisition would accelerate this strategy by adding an established software platform and specialist expertise to our growing Dotz Energy offering.”
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How the placement is structured
Two tranches
The placement will be completed in two tranches. Tranche 1 carries firm commitments, while Tranche 2 depends on the GridFeed acquisition completing.
Tranche 1 comprises approximately A$1,642,857 for 102,678,571 shares from sophisticated and professional investors. The shares are to be issued under existing placement capacity, being 31,241,090 shares under ASX Listing Rule 7.1 and 71,437,481 shares under Listing Rule 7.1A, on or about Tuesday, 10 November 2026.
Tranche 2 is a subscription of US$250,000 by PRF (approximately A$357,143). It is conditional on completion of the proposed GridFeed acquisition and subject to shareholder approval.
The final Tranche 2 share count depends on the PRF issue price (the lower of A$0.02 and the 30-trading-day VWAP before definitive agreements are signed) and the exchange rate on the business day before completion. For illustration only, at A$0.016 per share and AUD/USD 0.70, the figure equates to approximately 22,321,429 shares.
| Tranche | Amount | Shares | Condition | Timing |
|---|---|---|---|---|
| Tranche 1 | Approx. A$1,642,857 | 102,678,571 | Firm commitments from sophisticated and professional investors | On or about Tuesday, 10 November 2026 |
| Tranche 2 (PRF) | US$250,000 (approx. A$357,143) | Illustrative only: approx. 22,321,429 | Completion of GridFeed acquisition and shareholder approval | n/a |
Use of funds and lead manager
Funds raised are intended to support:
- The proposed GridFeed transaction
- Commercial deployment and integration of the Dotz Energy platform
- ChillerAI rollout
- Business development
- General working capital
- The costs of the placement
Allocation of funds is subject to completion of the proposed transaction and the company’s operating requirements.
CPS Capital Group Pty Ltd is lead manager. It will receive a 2% management fee and a 4% placing fee (each plus GST) of gross proceeds, and, subject to shareholder approval, 15,000,000 Broker Options.
Inside the proposed GridFeed acquisition
GridFeed provides software tools for solar and grid performance monitoring, analytics and optimisation. It is currently running a pilot with one customer generating approximately US$70,000 in annual recurring revenue.
The transaction is intended to complement ChillerAI, which addresses energy consumption within large commercial buildings. The term sheet is non-binding, other than customary provisions relating to confidentiality, announcements, interim operating covenants, costs and governing law.
Key terms
| Term | Detail |
|---|---|
| Purchase consideration | US$1.0 million cash (exclusive of VAT) in 21 equal monthly instalments, first due three months after closing. No upfront payment and no shares issued to PRF as acquisition consideration. |
| Interim arrangements | From closing until transfer of title, an exclusive, royalty-free interim licence to operate the platform, receive revenue and bear ongoing operating costs and risks, subject to agreed restrictions. |
| Transfer of title | Legal title remains with PRF until Dotz has paid US$650,000, at which point it transfers to Dotz. |
| Personnel | Three PRF employees engaged in the platform are to be employed by Dotz (or an Israeli subsidiary) from completion. |
| Timing | Definitive agreements within 90 days of signing, unless extended. |
Security and conditions
At completion, Dotz will issue PRF unquoted, non-transferable security warrants as security for the unpaid purchase price. Key features include:
- Exercisable at US$0.0001 per share only following a payment default or insolvency event
- Expire once Dotz has paid US$650,000 without default
- Issue subject to any required ASX confirmation and shareholder approval
Completion is subject to conditions including due diligence, board approvals, sufficient placement capacity or shareholder approval, any required ASX confirmation or waiver, required regulatory and third-party consents, and no insolvency event or material adverse change affecting Dotz’s ability to pay the purchase price.
Between signing and completion, Dotz has agreed not to grant security over its material assets without PRF’s consent. With no upfront payment and the price payable in instalments, the proposed structure involves no upfront cash outlay for the platform.
What is AI energy optimisation and why it matters
AI energy optimisation uses software to analyse how energy is used and apply those insights to manage consumption. ChillerAI addresses energy consumption within large commercial buildings.
GridFeed adds software tools for monitoring, analysing and optimising solar and grid performance. Together, the two address both sides of the equation described by management: how buildings consume energy and how renewable power is generated and distributed.
Management has pointed to recurring revenue opportunities as part of building a scalable business.
For readers wanting to understand the shared-savings model behind Dotz Energy, our deep-dive into Dotz commercialisation across its two platforms walks through the savings split structure, the modelled market sizes and the carbon capture pipeline that sits alongside the energy business.
ChillerAI commercial traction in Cyprus
On 14 October 2026, Dotz signed an MOU with Thanos Hotels to assess and, subject to technical and commercial validation, install ChillerAI at Anassa, Annabelle and Almyra. The MOU also covers potential deployment of Dotz’s heat-pump solution.
Dotz is also progressing a signed ChillerAI pilot arrangement with MyMall in Limassol, with site integration and installation planning underway. These opportunities remain at varying stages and should not be construed as contracted revenue.
The ChillerAI distribution deal signed in September 2026 with Bridgeford Group, alongside the first customer pilot at Limassol Shopping Centre, laid the commercial groundwork that the GridFeed proposal would now build on.
What happens next for Dotz
The announcement sets out the following sequence:
- Tranche 1 issue: on or about Tuesday, 10 November 2026, under existing capacity.
- General meeting: expected in December 2026, to approve the Placement Options, Tranche 2 shares and Broker Options. A notice of meeting will be sent to shareholders in due course.
- Definitive agreements: within 90 days of signing the term sheet, unless extended. The transaction will proceed only if these are executed.
- Completion of the GridFeed acquisition: subject to conditions. PRF’s Tranche 2 investment is conditional on completion.
Dotz intends to prioritise:
- Closing and integrating the proposed GridFeed acquisition
- Progressing ChillerAI deployments and customer conversion
- Managing costs through a focus on commercialisation, partnerships and energy-technology opportunities
Future results depend on completion of transaction conditions, customer adoption, project performance and funding requirements.
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