On Monday, July 6, 2026, Rzeszów-based Prime Alternatywna Spółka Inwestycyjna (ASI) announced that on July 5 it had signed a share purchase option agreement with Warsaw-based Valeza Capital Group concerning AMC Polish Arsenal, based in Słupia, Słupia Konecka municipality. The option may be exercised once AMC Polish Arsenal is entered in the National Court Register as a limited liability company.
Photo: Prime Alternatywna Spółka Inwestycyjna
The agreement gives Prime ASI an irrevocable option to acquire a 31% stake in AMC Polish Arsenal from Valeza Capital Group, representing 31% of the company’s share capital and 31% of total voting rights.
As of the date of signing the option agreement, Prime ASI holds a 20% stake in AMC Polish Arsenal. If the option is exercised and the additional 31% stake is acquired, Prime ASI would hold a total of 51% of the share capital and 51% of the total number of votes in AMC Polish Arsenal, which would give it a majority equity position in the company.
Under the option agreement, the agreement enters into force on the date AMC Polish Arsenal is entered in the register of entrepreneurs of the National Court Register. Until AMC Polish Arsenal is entered in the National Court Register, the option cannot be exercised, and the disposal of shares in AMC Polish Arsenal remains prohibited under Article 16 of the Commercial Companies Code. Selected provisions of the agreement, in particular those concerning the protection of Prime ASI’s interests, confidentiality, communication, and the parties’ obligations, are binding on the parties from the date the agreement was signed.
The option may be exercised by Prime ASI within 36 months of the date of signing the option agreement. The option is exercised by the issuer submitting a written declaration of exercise of the option under the terms set out in the agreement.
The parties agreed on a fixed settlement value for the block of shares covered by the option. For the purposes of the option agreement, the 31% stake in AMC Polish Arsenal was set as corresponding to 60,000,000 Prime ASI shares, valued for transaction settlement purposes at 1.25 PLN per share. The total settlement value of the block covered by the option is therefore 75,000,000 PLN.
Under the agreement, the price for the shares covered by the option is to be settled through the issue of Prime ASI shares intended for the acquisition of the shares in AMC Polish Arsenal. Carrying out such an issue will require the adoption of appropriate corporate resolutions by the relevant bodies of Prime ASI and compliance with the requirements arising from generally applicable law, Prime ASI’s articles of association, and capital market regulations.
The option agreement also includes provisions protecting Prime ASI’s interests, in particular a prohibition on disposing of, encumbering, or establishing third-party rights over the shares covered by the option without Prime ASI’s prior consent, a prohibition on actions intended to circumvent the agreement, and mechanisms for accelerated exercise of the option in the event of a breach of material obligations by Valeza Capital Group.
The purpose of signing the option agreement is to secure the possibility of further capital consolidation of AMC Polish Arsenal by Prime ASI and the potential increase of the issuer’s involvement in the project to a majority level. AMC Polish Arsenal is being developed as an investment and industrial project in the defense industry, particularly in the area of 155 mm artillery ammunition and related solutions.
Prime ASI considers the signing of the option agreement to constitute inside information within the meaning of Article 7 of the MAR Regulation due to its potential impact on Prime ASI’s economic, financial, and strategic position, in particular the possibility of increasing the issuer’s involvement to 51% of the shares in AMC Polish Arsenal and the settlement value of the block covered by the option, amounting to PLN 75,000,000.
The issuer notes that the signing of the option agreement does not mean that the option has been exercised or that the issuer has automatically acquired additional shares in AMC Polish Arsenal. Exercise of the option will depend on Prime ASI’s decision, the entry of AMC Polish Arsenal in the National Court Register, fulfillment of the conditions set out in the agreement, adoption of the required corporate resolutions, and compliance with legal and regulatory requirements concerning the issue of Prime ASI shares and the transfer of shares in AMC Polish Arsenal.
Prime ASI further states that the signing of the option agreement does not currently result in the issue of shares, an increase in share capital, or the transfer of AMC Polish Arsenal shares to the company. The company will inform the market of further material stages in the implementation of the option agreement and the AMC Polish Arsenal project in accordance with applicable law.
On June 21 this year, Prime ASI signed a shareholders’ agreement and an investment agreement with Valeza Capital Group and Armaments Munition Company concerning the establishment and development of the special-purpose company AMC Polish Arsenal.
About Prime ASI
Prime Alternatywna Spółka Inwestycyjna is a public investment company listed on the NewConnect market. The company focuses on technology projects, strategic investments, and ventures in which innovation, artificial intelligence, and capital market expertise can be used.