Tersis Technologies and The Salem Group Sign MOU to Evaluate a Venezuela Joint Venture for Waste-to-Value Distributed Power

Tersis and Salem sign a non-binding MOU to explore waste-to-power projects in Venezuela.

What the company is saying

Tersis Technologies, Inc. is announcing the execution of a Memorandum of Understanding with The Salem Group USA, LLC, effective October 8, 2026, to evaluate the formation of a joint venture for SynGenic V3 waste-to-value and distributed power projects in Venezuela. The company frames this as a preliminary step, emphasizing that the MOU is non-binding and does not create a legal entity or require capital, technology, or service commitments from either party. The announcement highlights binding provisions on compliance with U.S. sanctions, export controls, anti-corruption, confidentiality, and intellectual property protection. Tersis stresses that compliance clearance is the first priority before any engagement in Venezuela, with a phased approach to market assessment and project definition. CEO Antonio Uccello and Salem Manager Pablo N. Barrios are both quoted, underscoring the operational and compliance discipline required for such projects. The tone is measured, repeatedly clarifying that no project or joint venture is guaranteed at this stage.

What the data suggests

The only hard dates disclosed are the MOU effective date (October 8, 2026) and a target to negotiate a non-binding joint venture term sheet within 60 days after completing compliance clearance. No capital, technology, equipment, or service contributions have been committed, and no legal entity has been formed. The announcement specifies that Tersis retains all rights to SynGenic V3 technology, with any license subject to future definitive agreement. The MOU includes binding compliance and anti-corruption provisions but is otherwise non-binding. The parties intend to evaluate distributed power projects using SynGenic V3 at or near various waste streams and may consider hybrid configurations with Salem's existing capabilities, but no project sites, volumes, or economics are disclosed. All forward-looking statements are explicitly conditional on future agreements and compliance outcomes. There are no disclosed financial figures, operational metrics, or project-specific data beyond the stated intentions and process steps.

Analysis

The announcement is measured and factual, disclosing only the signing of a non-binding Memorandum of Understanding (MOU) to evaluate a potential joint venture for waste-to-value and distributed power projects in Venezuela. The company is explicit that the MOU does not create a joint venture, obligate either party to contribute capital or resources, or guarantee that any project will be developed. All forward-looking statements are clearly conditional and framed as subject to future definitive agreements and compliance clearances. There is no promotional or exaggerated language regarding project outcomes, timelines, or financial impact. No capital outlay has been committed, and no operational or financial milestones have been achieved. The gap between narrative and evidence is minimal, as the company repeatedly emphasizes the preliminary and non-binding nature of the agreement.

Risk flags

• ●Execution risk is high, as the MOU is non-binding and does not obligate either party to proceed, contribute resources, or form a joint venture. This means the entire initiative could stall at any phase with no recourse.
• ●Regulatory and sanctions risk is material, with the announcement explicitly requiring compliance clearance, written legal advice, and potentially licenses from the U.S. Department of the Treasury's Office of Foreign Assets Control before any engagement in Venezuela. Failure to secure these could halt the process indefinitely.
• ●Political and market risk in Venezuela is significant, given the country's unstable regulatory, currency, and security environment, as well as the need for reliable feedstock, site access, and creditworthy offtakers. The announcement acknowledges these as factors that could prevent project development or financing.
• ●No financial commitments or project economics are disclosed, leaving investors with no basis to assess potential returns, capital requirements, or risk-reward profile. The absence of binding terms means there is no guarantee of future value creation.

Bottom line

This announcement signals only the earliest stage of a potential partnership between Tersis and Salem to explore waste-to-power projects in Venezuela, with no binding commitments or project launches. The company is transparent about the non-binding nature of the MOU and the need for extensive compliance and legal review before any progress can occur. All operational and financial outcomes remain speculative, as no capital, technology, or service contributions are committed and no project economics are disclosed. The most immediate next step is completion of the compliance clearance phase, after which the parties may negotiate a non-binding term sheet. Investors should treat this as a signal of intent, not a catalyst for near-term value, and monitor for any move to binding agreements or actual project initiation as the real test of execution.

Announcement summary

(OTCID: TERS) Tersis Technologies, Inc. announced it has signed a Memorandum of Understanding (MOU) with The Salem Group USA, LLC to evaluate forming a joint venture for the development, financing, deployment, and operation of SynGenic V3™ waste-to-value and distributed power projects in the Bolivarian Republic of Venezuela. The MOU became effective on October 8, 2026, and is a precursor to a possible joint venture, outlining a phased work program for reaching definitive agreements. The MOU includes binding provisions on sanctions and export-control compliance, anti-corruption, confidentiality, non-circumvention, and intellectual property protection. The MOU does not create a joint venture or legal entity and does not obligate either party to contribute capital, technology, equipment, sites, or services. The parties will evaluate distributed power projects using SynGenic V3 technology at or near municipal solid waste, tire, industrial, agricultural, and other suitable waste streams. They will also consider hybrid configurations combining SynGenic V3 units with Salem's thermal, solar, and energy storage capabilities, and the sale of recovered co-products where markets exist. Subject to definitive agreements, Tersis is expected to contribute SynGenic V3 technology, engineering and process design, unit supply coordination, operator training, and technical support. Salem is expected to contribute project origination and development, regional market and offtaker relationships, engineering and construction management, grid interconnection, operations and maintenance, power purchase agreement structuring, and financing arrangements. Tersis retains all rights in the SynGenic V3 technology, and any license would be granted only under a separate definitive agreement. Before engaging with any counterparty in Venezuela, the parties must complete a compliance clearance phase, including written advice from qualified counsel on U.S. sanctions and export-control laws, counterparty and payment-channel screening, any required licenses from the U.S. Department of the Treasury's Office of Foreign Assets Control, and an anti-corruption protocol. Subsequent phases include market and authority mapping, site and feedstock screening, and definition of a first project. The parties have agreed to use good-faith efforts to negotiate a non-binding joint venture term sheet within 60 days after the compliance phase is completed. Antonio Uccello, Founder and Chief Executive Officer of Tersis Technologies, stated that compliance clearance will come first, followed by sites and feedstock data, and then a first project based on engineering and economics. Pablo N. Barrios, Manager of The Salem Group USA, LLC, emphasized the importance of distributed generation close to the load and using available fuel, and noted that the next step is compliance and diligence work. The MOU is largely non-binding and does not guarantee that a joint venture will be formed, that definitive agreements will be executed, or that any project will be developed, financed, or built.

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