Heramba Electric plc: Heramba Electric Announces Board Resolutions and Management Changes Following Extraordinary Shareholder Meeting

DÜSSELDORF, Germany and ATLANTA, June 18, 2025 (GLOBE NEWSWIRE) -- Heramba Electric plc (OTC: PITEF) announced today the results of an extraordinary shareholder and board meeting held on June 3, 2025. More than 90.0%+ of shareholders voted on the following resolutions:

1. To appoint Srinath Narayanan, Tim Dummer, Prakash Ramachandran, Andrea La Mendola, David Roberts, Cindy Huang, Michael Burton, and David Port as directors
2. After careful consideration of the performance of Michele Molinari as CEO, RESOLVED to terminate Michele Molinari's employment contract with immediate effect and place him on administrative suspension across all the subsidiaries and associated boards, in accordance with all applicable law for cause in respect of the following:
   
   i. Breach of fiduciary duty to credit and shareholders of the Company;
   
   ii. Failure to follow proper corporate governance in enacting actions without following proper communications to shareholders;
   
   iii. Failure to mitigate conflict of interest despite repeated requests from board members; and
   
   iv. Significant destruction of value to shareholders and credit holders from actions pursued without taking recourse to an independent counsel or independent restructuring officer.
3. Appointment of Srinath Narayanan as acting CEO, David Port as Chief Restructuring Officer, Prakash Ramachandran as CFO, and Dave Roberts as Chief Legal Officer of the Company
4. Appointment of ByrneWallace LLP, Toiefenbacher, and PotterAnderson as the counsel in Ireland, Germany, and Delaware, respectively.
5. Srinath Narayanan, David Port, and Dave Roberts are the only representatives authorized to communicate and negotiate with insolvency administrators in Germany, that maximizes value for shareholders and creditors of the Company.
   

Cautionary Statement Regarding Forward-Looking Statements

Certain statements included in this communication that are not historical facts are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "expect," "should," "would," "plan," "predict," "potential," "seem," "seek," "future," "outlook," and similar expressions that predict or indicate future events or trends or events that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding the plans and objectives of management for future operations, business strategy, anticipated growth and market opportunity. These statements are based on various assumptions, whether or not identified in this communication, and on the current expectations of Heramba Electric management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of Heramba Electric. These forward-looking statements are subject to a number of risks and uncertainties, including (i) changes in domestic and foreign business, market, financial, political and legal conditions; (ii) the ability to continue to meet stock exchange listing standards following the consummation of the Business Combination; (iii) failure to realize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the ability of the combined Company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (iv) changes in applicable law or regulations; (v) the outcome of any legal proceedings that may be instituted against Heramba Electric, PERAC or Heramba; (vi) the effects of competition on Heramba Electric's future business; (vii) the ability of Heramba Electric to finance future operations; (viii) the enforceability of Heramba Electric's intellectual property rights, including its copyrights, patents, trademarks and trade secrets, and the potential infringement on the intellectual property rights of others; and (ix) those factors discussed under the heading "Risk Factors" in the definitive proxy statement/prospectus filed on March 19, 2024 by Heramba Electric and other documents filed, or to be filed, by Heramba Electric with the U.S. Securities and Exchange Commission. If any of these risks materialize or the assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that Heramba Electric does not presently know or that Heramba Electric currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements.

In addition, forward-looking statements reflect Heramba Electric's plans or forecasts of future events and views as of the date of this communication. Heramba Electric anticipates that subsequent events and developments may cause Heramba Electric's assessments to change. However, while Heramba Electric may elect to update these forward-looking statements at some point in the future, Heramba Electric specifically disclaims any obligation to do so. Nothing in this communication should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. Accordingly, undue reliance should not be placed upon the forward-looking statements.

For further information and inquiries, please contact:

Atlanta Capital Partners, LLC
David L. Kugelman
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