NoviqTech terminates term sheet to divest Carbon Central and Fuel Central assets
NoviqTech Limited (ASX: NVQ) has terminated its Term Sheet with Renaissance Group Holdings Limited, acting as General Partner for Renaissance Infrastructure, for the proposed divestment of its software assets. The transaction covered the Company’s Carbon Central, Fuel Central, NoviqAI and Quantum Intelligence software assets, collectively referred to as “NoviqTech Services.”
The termination follows consultation with the ASX, which indicated that it may impose conditions that could impact the Company’s continued listing, and a Board determination that those conditions could not be satisfied within the context of the proposed transaction. The Term Sheet was originally announced on 15 June 2026.
The original divestment term sheet, signed on 15 June 2026, committed Renaissance Infrastructure to paying $1 million for the software assets across a completion payment and four quarterly instalments, with all proceeds earmarked for Coralia’s biochar carbon removal projects.
By ending the arrangement, NoviqTech retains full ownership of its software assets rather than proceeding with a divestment that the Board determined was no longer workable under the agreed terms.
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Why the divestment could not proceed
The decision followed a clear sequence of events. After executing the Term Sheet in June, the Board consulted with the ASX regarding the proposed transaction. The ASX indicated that, if the divestment were to proceed, it may impose conditions that could impact the Company’s continued listing on the exchange.
The Board considers that the conditions that would be imposed by the ASX are not capable of being satisfied in the context of the proposed transaction. On that basis, the Board determined that the “conditions precedent as outlined in the Term Sheet cannot be satisfied” and that the “proposed divestment cannot proceed on the terms set out in the Term Sheet.”
The specific conditions flagged by the ASX were not disclosed in the announcement.
The timeline below sets out the key steps:
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15 June 2026 – Term Sheet executed with Renaissance for the divestment of NoviqTech Services.
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Consultation with ASX – ASX indicated potential conditions on the Company’s continued listing.
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Board assessment – Conditions determined not capable of being satisfied.
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26 August 2026 – Term Sheet terminated.
| Item | Detail |
|---|---|
| Transaction | Proposed divestment of NoviqTech Services |
| Counterparty | Renaissance Group Holdings Ltd (GP for Renaissance Infrastructure) |
| Assets involved | Carbon Central, Fuel Central, NoviqAI, Quantum Intelligence |
| Outcome | Term Sheet terminated |
| Reason | ASX conditions considered not capable of satisfaction |
Understanding the ASX suspension and reinstatement process
For investors less familiar with listing mechanics, it helps to understand what suspension and reinstatement mean in practice.
In this case, the Company noted that the potential conditions linked to the proposed divestment could not be met, which is why the transaction was unwound. NoviqTech stated it is “continuing to engage with the ASX regarding the ASX’s conditions for reinstatement of the Company’s shares to quotation.”
Until the ASX’s conditions are addressed, the pathway back to trading remains subject to that ongoing engagement. No reinstatement date or outcome has been disclosed.
What happens next for NoviqTech
The Company’s disclosed forward path centres on its dialogue with the exchange. NoviqTech confirmed it is continuing to engage with the ASX regarding the conditions for reinstatement of its shares to quotation, and that it will update the market in accordance with its continuous disclosure obligations.
By terminating the Term Sheet, the Company retains ownership of the NoviqTech Services assets, being Carbon Central, Fuel Central, NoviqAI and Quantum Intelligence. No revised transaction, alternative strategy, or new timeline was outlined in the announcement.
The Coralia biochar acquisition, completed earlier in 2026, was the strategic pivot that made the software divestment commercially logical: offloading Carbon Central and Fuel Central was intended to free capital and reduce operating costs to fund biochar carbon removal development targeting AI data centre customers.
Investors may wish to monitor the following:
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Further ASX engagement updates on reinstatement conditions.
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Any revised strategic direction for the retained software assets.
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Continuous disclosure announcements from the Board.
The announcement was authorised for release by the Board of NoviqTech Limited. Further information is available via Chief Executive Officer Tim Brooks (investors@noviqtech.com).
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