In a recent long-form video interview with AGORACOM (see link at the end of this article), HPQ Silicon CEO Bernard Tourillon addressed pointed shareholder questions about the company’s decision to acquire an additional 8.4% equity stake in French technology partner Novacium SAS.
The transaction, completed entirely through share issuance, increases HPQ’s ownership from 28.4% to 36.8% while maintaining Novacium’s valuation at the same level as the previous year—a point that drew immediate scrutiny from investors.
The all-share deal is valued at approximately C$4 million (EUR 2.5 million) and results in 5.2% dilution to existing HPQ shareholders through the issuance of 22.4 million new common shares. Management defended the transaction as strategic positioning ahead of what Tourillon characterized as imminent commercialization across Novacium’s battery materials, hydrogen generation, and waste-to-energy technology platforms.
AGORACOM – Beyond The Mic Feature Article
February 5, 2026
Transaction Structure and Terms
The equity increase was structured as a share-for-ownership exchange between HPQ and three Novacium shareholders:
- Ownership change: HPQ stake increases from 28.4% to 36.8%
- Equity acquired: 8.4 percentage point increase
- Consideration: 22,407,916 HPQ common shares
- Deemed price: C$0.18 per share
- Implied valuation: EUR 30 million (≈ C$50 million)
- Dilution impact: 5.2% to HPQ shareholders
Notably, the EUR 30 million valuation matches the valuation used in HPQ’s prior Novacium ownership increase in early 2025—despite management citing meaningful technology advancement and de-risking over the past 12 months.
Strategic Rationale: Why Now?
When pressed on timing and strategic intent, Tourillon outlined several interconnected objectives.
Preventing Future Dilution
Management expressed concern that as Novacium approaches commercialization, it could seek outside investors—potentially reducing HPQ’s participation in future revenues.
“Maybe Novacium would have started to take a look at outside investors and we would end up having less of the future revenue stake,” Tourillon said.
Global Value Participation
While HPQ holds exclusive North American commercialization rights, its exposure to international revenue streams is limited. Increasing its equity stake expands HPQ’s participation in potential global licensing, royalty, and partnership revenues outside its licensed territory.
Founder Alignment
By converting Novacium shareholders into HPQ equity holders, the transaction aligns founder incentives with HPQ’s success rather than maximizing Novacium’s standalone valuation.
Tourillon described the three selling shareholders as the “brainiacs behind a lot of the projects,” comparing the structure to equity-based retention strategies for critical technical talent.
Enabling European Independence
At 36.8% ownership, HPQ remains below the 50% control threshold that would classify Novacium as foreign-controlled—potentially disqualifying it from European government grants and non-dilutive financing programs.
This structure allows Novacium to pursue EU funding while HPQ retains significant economic exposure.
The Valuation Debate
Shareholder criticism focused on two primary issues:
- The EUR 30 million valuation
- The absence of an independent third-party valuation
Management’s Defense
Tourillon acknowledged HPQ did not commission a formal external valuation, citing costs of approximately $250,000–$300,000.
Instead, management relied on:
- Internal comparative analysis of publicly traded battery materials companies
- Informal consultations with financial industry contacts
- Assessment that Novacium’s technologies have advanced materially since the 2025 transaction
“I think that Novacium is worth a heck of a lot more than the transaction we did, but we were able to negotiate that transaction with the founders because of our relationship over the years,” Tourillon said, describing the deal as a “hometown discount.”
Comparable Company Context
Management pointed to significantly higher valuations for companies developing comparable battery and hydrogen technologies—particularly those approaching commercial revenue generation.
Tourillon noted that firms preparing to sell batteries or cells to government and private customers typically command valuations well above Novacium’s implied valuation.
Risk Consideration
Despite management’s confidence, Novacium’s platforms remain in development. Commercialization timelines depend on market adoption, partner execution, and scalability—introducing inherent uncertainty.
Intellectual Property and Licensing Protections
A key shareholder concern focused on how HPQ protects its economic interests in Novacium-developed intellectual property, particularly when technologies originate with individual founders.
Binding Licensing Agreements
Tourillon confirmed the existence of formal, enforceable agreements granting HPQ exclusive North American commercialization rights for all Novacium technologies.
Key protections include:
- Comprehensive licensing agreements covering all Novacium platforms
- Battery-related patents filed directly in HPQ’s name (developed under contract)
- License terms embedded into patent documentation as technologies mature
- Disclosure of agreements in HPQ financial statements and institutional data rooms
“There is a very clear patent license agreement between Novacium and HPQ,” Tourillon said.
These arrangements prevent Novacium from licensing HPQ’s North American territory to third parties.
Battery Development Update: Drone Applications Emerge
Beyond transaction mechanics, Tourillon provided insight into Novacium’s battery progress—helping explain management’s near-term confidence.
Application-Specific Strategy
Rather than pursuing a universal battery solution, Novacium is developing application-specific batteries that can be adapted with minimal modification based on customer needs.
Drone Manufacturer Interest
Drone batteries have emerged as a likely first commercial application, driven by direct manufacturer demand.
“Drone manufacturers are actually probably the ones more interested,” Tourillon said, noting many prefer to focus on building drones rather than sourcing batteries from multiple suppliers.
Customer Feedback
Tourillon reported that feedback from potential customers has focused on pricing, not performance—indicating no technical deficiencies or competitiveness concerns.
Corporate Structure Changes: Enabling European Growth
The transaction coincides with structural changes designed to give Novacium greater operational independence in Europe.
New Branding and Market Presence
Novacium recently launched a redesigned website (novacium.com) to establish a standalone identity. This enables:
- Independent European marketing and business development
- Direct engagement with European investors and partners
- Eligibility for government and quasi-government funding
- Communication of technical milestones without HPQ public-company disclosure constraints
Strategic Logic
Tourillon described HPQ’s previous communication control as a “straitjacket” that limited Novacium’s European growth.
“It’s to our advantage that they become better known without the constraint of HPQ as a publicly traded company,” he said.
Increased Novacium visibility could also drive investor interest in HPQ as the only public-market proxy for the technology.
Share Distribution and Liquidity Considerations
Shareholders noted that the C$4 million in HPQ shares were issued to individual Novacium shareholders rather than Novacium’s treasury—raising questions about growth capital versus founder liquidity.
Management’s Characterization
Tourillon acknowledged this as “not an unfair assessment”, framing it as a strategic rotation rather than a liquidity exit.
The structure:
- Converts founders’ interests from Novacium equity to HPQ equity
- Provides partial liquidity while maintaining long-term alignment
- Functions similarly to equity compensation for key talent
- Exposes founders to the same share-price risk as HPQ shareholders
Post-Hold Period Trading
Shares are subject to a standard four-month regulatory hold period, after which they may be traded. Tourillon acknowledged the risk of selling pressure but noted recipients understand that aggressive selling would be self-defeating.
Near-Term Outlook and Pipeline
While constrained by regulatory and third-party confidentiality, Tourillon indicated multiple developments are progressing.
Expected Timeframes
Management expects at least two of Novacium’s four technology platforms to “really take off” within 12 months, with the remainder following in 18–24 months, including:
- Battery materials (notably drone applications)
- Hydrogen on-demand systems
- Waste-to-energy processes
Communication Constraints
“There’s a lot of great moving parts moving forward, and a lot of them are still under—we have to keep them in a small box,” Tourillon said.
HPQ now focuses on announcing completed contracts rather than early-stage agreements.
Governance and Transparency Considerations
Several governance issues emerged that may warrant continued investor attention.
Disclosure Asymmetry
Institutional investors receive detailed IP and licensing documentation via data rooms, while retail shareholders have limited access. Tourillon suggested future Annual Information Forms may expand disclosure.
Valuation Methodology
The absence of an independent valuation introduces uncertainty regarding whether the EUR 30 million figure fully reflects Novacium’s current progress.
Information Blackouts
Third-party restrictions and confidentiality agreements create information gaps that complicate investor assessment of timing and strategic rationale.
Investment Considerations
Positive Elements
- Capital-efficient structure preserves cash
- Expanded strategic exposure without losing European funding eligibility
- Founder incentive alignment
- Same valuation as 2025 despite technology advancement
Risk Factors
- 5.2% dilution for equity in a pre-revenue entity
- Commercialization timelines remain uncertain
- Internal valuation methodology
- No direct growth capital injected into Novacium
Critical Dependencies
- Conversion of technical progress into commercial revenues
- Market adoption of core platforms
- Strength of IP protection and licensing
- HPQ’s ability to monetize North American rights
Conclusion
HPQ Silicon’s increased stake in Novacium represents a calculated bet on near-term commercialization, executed through equity dilution rather than cash deployment.
Management’s thesis rests on technology de-risking, favorable valuation, founder alignment, and a corporate structure that enables more aggressive European growth while preserving HPQ’s economic interests.
For investors, the core question remains whether HPQ has secured advantaged positioning in genuinely valuable platforms—or accepted meaningful dilution for assets that remain speculative. Execution over the coming quarters will determine the outcome.
📺 To Watch the Full Video
https://www.youtube.com/playlist?list=PLfL457LW0vdIPGWSIORi4o5U61BVLLsCr
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HPQ Silicon is a client of AGORA Internet Relations Corp.
