Ram-Rotem Energy in 2025: The Planning Path Advanced, but Financing Still Decides Everything

Getting To Know The Company

Ram-Rotem Energy is not an energy company in the ordinary operating sense. At the end of 2025 it was not running a plant, selling electricity, or selling oil. It was still a very small limited partnership in the permitting, financing, and design stage around one project: mining oil shale in the Rotem Mizrach discovery area and building a production facility on roughly 262 dunams in Mishor Rotem. On paper the project sits on a discovery certificate covering about 3 square kilometers with proven reserves of roughly 245 million tons of oil shale, together with a plan to blend in plastic waste as feedstock. In practice the partnership is still mostly buying time: time to get a planning decision, time to secure financing, and time to prove that the project can move from feasibility into execution.

What is actually working now is the statutory path. After years of delay, two planning authorizations from the Israel Land Authority were signed in December 2024, and in 2025 the Ministry of Justice concluded that the discovery certificate together with those land authorizations satisfy the "license" requirement for promotion through the National Infrastructure Committee route. The EOT license was also extended through the end of 2026. So the project is no longer stuck at exactly the same regulatory choke point where it had been.

But that is also the point a superficial reader can misread. Planning progress is not financing progress, and it is not project execution. As of the signing date, the partnership was still waiting for the Director General of the Planning Administration to decide whether the project would be reviewed by the National Infrastructure Committee or go back to the Southern District Committee. The planning package is ready, but it has not yet been formally submitted. There is still no revenue, no financial close, and the partnership is living on equity raises, related-party loans, and a support letter.

That matters even more because of the trading screen. Based on a last price of 71.9 agorot and roughly 13.2 million participation units, the market value is only about NIS 9.5 million. The latest daily turnover was around NIS 4,048. This is not a footnote. It means every discussion about financing, a strategic partner, or participation in the next capital raise is happening inside a micro-cap security with almost no trading depth, where even a modest funding round can materially change the ownership structure.

Four things need to be clear up front:

• The 2025 progress was mainly about removing legal and land bottlenecks, not about proving project economics or securing construction financing.
• Year-end cash rose to $293 thousand only because the partnership raised equity-like capital and received a related-party loan. It did not come from any operating business.
• The party still writing the bridge checks is Northwood, the former controlling owner, even though it no longer formally controls the general partner.
• Even in a success case, common unitholders will not reach the finish line with a clean economics stack. The structure already includes operator fees, an override royalty to the general partner, and license fees and royalties to EOT.

The quick economic map looks like this:

That chart tells the story more clearly than any encyclopedic description. Three years into the development effort, the partnership still has not crossed into an operating company. Losses rose, the cost base rose, and year-end cash remained tiny. The right read of 2025 is therefore not "an energy company about to inflect," but "a one-project partnership still living on bridge financing while trying to move into a formal planning track."

Events And Triggers

The Real Status Change Happened In The Planning Route, Not In The Cash Balance

The most important event of 2025 did not show up in the income statement. It showed up in the planning path. In October 2024 the Ministry of Energy asked the Planning Administration to advance the project as national infrastructure. In February 2025 a meeting was held in the Interior Minister's office, and the system was instructed to find the fastest lawful route to move the project into the National Infrastructure Committee framework. A formal application followed in February 2025. In September 2025 the Ministry of Justice concluded that the discovery certificate together with the land-planning authorizations satisfy the statutory license test. In November 2025 the partnership submitted an updated application under the newer routing procedure.

That is a material change, because for years the project had been blocked before it even reached a real planning forum. The land authorizations from the Israel Land Authority were granted only about six years after the first application, partly because of the location's security sensitivity and partly because the authority required Israeli control. The transfer of the general partner's control block to a trustee was designed precisely to solve that issue. So 2025 is the year in which the story moved from "does the project even have land standing and legal eligibility" to "which planning institution will hear it, and when."

But this still stops short of the real trigger. There is still no final routing decision. As of the signing date, the Director General of the Planning Administration had not yet decided whether the project would be examined in the National Infrastructure Committee or by the Southern District Committee, and the partnership itself says it will submit the planning documents only after that decision arrives. So even after all the progress, the project was still waiting for the first real green light of 2026.

The EOT Extension Helps The Technology Framing, Not The Funding

In January 2025 the EOT license agreement was extended so that the deadline for achieving financial close moved out by two additional years to 31 December 2026. In return, the partnership agreed to pay EUR 10,000 for 2025 and EUR 12,000 for 2026. If financial close is not achieved by then, either side may cancel the agreement.

The meaning cuts both ways. On one side, the partnership bought time and preserved access to the technology path it uses to frame the project. On the other side, it also acknowledged that the previous timetable had not been realistic. This is not an extension that proves momentum. It is an extension that recognizes the project is still far from bank financing, an EPC contractor, and a real construction decision.

The Funding Events Were Not A Bonus, They Were Oxygen

In August 2025 the partnership received a $375 thousand loan from Northwood Pty. During October it repaid about $200 thousand of that loan so the lender could participate in the rights issue, and in November it repaid another $40 thousand. Year-end debt was $135 thousand. After the balance-sheet date, in January 2026, another NIS 500 thousand loan was approved from Northwood Exploration Pty, again without interest, indexation, or collateral, and with repayment intended to come through participation in the next equity raise if such a raise takes place.

The key point is not only the size of those loans. It is the identity of the lender. Northwood is no longer the formal controlling owner of the general partner, yet it remains the party funding the bridge in practice. In other words, the partnership fixed the formal control structure to satisfy land-authority requirements, but it is still relying on the old capital source to keep the project alive.

The Side Optionality Exists, But It Does Not Move The Main Thesis Yet

In December 2024 the partnership signed a binding agreement with i-Store to establish a battery-storage partnership in which Ram-Rotem will hold 50.5% of the equity as limited partner and 51% of the general partner company. But the venture depends on the main oil-shale project's statutory approvals and on not interfering with it, and the annual report says no material amounts had yet been invested by the end of 2025. The same goes for the memorandum with Readymix around the use of ash as a by-product. It is real context, but it is still non-binding and incomplete.

So both threads matter for framing the broader story, but neither changes the current bottleneck. The problem today is not a shortage of optional side projects. It is the lack of a clear path from planning progress to financial close.

Efficiency, Profitability And Competition

2025 Was A Development-Cost Year, Not An Operating Year

At the operating level the picture is straightforward: there is no revenue, so any profitability discussion has to begin with the cost base. General and administrative expense rose to $1.454 million from $1.133 million in 2024. Within that total, salary and related expense increased to $611 thousand from $370 thousand, professional services rose to $282 thousand from $209 thousand, and other expense increased to $266 thousand from $257 thousand. The operator-management fee paid to the general partner stayed flat at $252 thousand.

That matters because it shows the partnership did not meaningfully shrink itself while waiting for financing. It expanded the expense base in order to keep moving on planning, regulatory, environmental, staffing, and advisory work. That is not automatically negative, but it does mean the partnership is still carrying a full overhead layer without generating a single dollar of operating income.

The Second Half Improved, But Mainly For Financial Reasons

The annual report also breaks 2025 into two half-years. In the first half, G&A expense was $764 thousand and the loss was $821 thousand. In the second half, G&A fell to $690 thousand and the loss narrowed to $705 thousand. Net finance expense fell from $57 thousand in the first half to $15 thousand in the second.

The takeaway is clear: the second half was somewhat lighter, but not because the business started operating. It was mainly because the finance line became less burdensome. So even this improvement does not mark an operating transition. It only marks some easing in financial pressure.

The Balance-Sheet Asset Is Mostly Built From Planning, Regulatory, And Environmental Work

The construction-in-progress asset rose to $9.789 million in 2025 from $9.188 million at the end of 2024. So all the progress of the year added only about $601 thousand to the balance sheet. When the line item is broken down, its real composition becomes clear: $2.548 million in engineering, $2.400 million in regulation and statutory work, $2.289 million in environment and planning, $883 thousand in financial and legal advisory, $281 thousand in pilots and laboratory tests, $1.250 million in reimbursement of past expenses, and $138 thousand in other items.

That means the value being built right now is mainly the value of documents, land standing, permits, engineering work, and regulatory packaging. That makes sense at this stage, but it also means the balance sheet still does not represent equipment, construction work, an EPC contract, or a project that has already crossed into build-out.

That chart also explains why the real competitive pressure is still regulatory and economic rather than operational. There is no classic competition here yet against another operating energy producer. The project is still competing against time, against environmental skepticism, and against the ability to move from a design-and-permit file into a financeable build.

The Real Competition Is Against Environmental And Institutional Skepticism

The Southern District Committee has already stated in the past, במסגרת the environmental-impact process, that advancing a project based on oil shale appears inconsistent with policy goals around emissions reduction and that the probability of approval under that route is very low. The National Infrastructure Committee route is supposed to change the forum precisely because it also weighs national and infrastructure considerations.

So Ram-Rotem's competition is not only economic. It is institutional and narrative. The partnership has to convince the planning system that the project is simultaneously energy, waste treatment, industry, and a national-interest platform, while environmental authorities see it as a heavy-emissions project and a problematic use of waste streams.

Cash Flow, Debt, And Capital Structure

The Correct Cash Frame Here Is All-In Cash Flexibility

Precision matters here. Ram-Rotem does not have "cash generation." So the relevant cash frame is all-in cash flexibility, meaning what is left after all actual cash uses, and only then asking who funded the gap.

In 2025 cash used in operating activity was $1.182 million. Another $440 thousand went into the project asset, and another $3 thousand went to other investing uses. In addition, the partnership repaid $240 thousand of related-party debt, paid $32 thousand of lease obligations, and paid $41 thousand of trustee-related financing expenses. Against that, it brought in $1.705 million from equity-style issuances and exercises, $375 thousand from a related-party loan, and $44 thousand from favorable FX movement. That is how cash moved from $107 thousand at the start of the year to $293 thousand at year-end.

That chart gets to the heart of the cash story. Cash did not rise because the business started self-funding. It rose because outside sources covered the burn. Without that distinction, a reader can mistake $293 thousand for a stronger balance sheet when in reality it is only a temporary pause on the same financing bridge.

The Balance Sheet Relies On Payment Deferrals, A Support Letter, And Ongoing Goodwill

At the end of 2025 the partnership had only $308 thousand of current assets against $914 thousand of current liabilities. That is a $606 thousand working-capital deficit. The current liabilities included $135 thousand of related-party debt and $739 thousand of payables and accrued expenses. Within that payables line, $346 thousand was owed to the general partner for operator fees that had not been paid. In addition, there were $655 thousand of long-term payables representing bonus provisions that become relevant upon financial close.

The more revealing part sits in the liquidity disclosure. The partnership says that as of 31 December 2025 it had cumulative debt of $432 thousand to the general partner for partially unpaid operator fees, and that this debt would not be paid during the 12 months following the signing date unless the audit committee decided otherwise. At the same time, Northwood had already signed in August 2025 an irrevocable and unconditional support letter under which it committed up to $2.3 million through 23 November 2026 if other financing sources were unavailable.

In other words, the balance sheet is not relying only on cash on hand. It is also relying on de facto collection deferral by the general partner and on a formal backstop from an outside former control party. That buys time. It does not create independence.

The Capital Structure May Change Before The Project Does

This is one of the main yellow flags. Year-end 2025 outstanding units stood at 13,208,706. Alongside them sit 2,326,525 tradable Series 9 options exercisable through 6 August 2026. In addition, non-tradable employee, officer, and director options could create another 1,257,318 units, 1,170,700 units, and 455,157 units on full exercise. Together that is potential issuance of roughly 5.21 million additional units above the year-end 2025 base, or roughly 39% dilution versus the existing unit base.

For a partnership with almost no trading liquidity, this is not just a technical detail. It is a real risk layer. Even if financing arrives, it may arrive through an equity base that looks very different before the company reaches EOT, EPC, or final planning approval.

Outlook And What Comes Next

Before getting into 2026, four non-obvious conclusions matter:

• The statutory path improved materially, but the event that separates a ready file from a live planning process has not yet happened: the routing decision and formal submission.
• The party funding the current bridge is already outside the formal control line, so the funding bridge depends on goodwill and on a future transaction that has not yet closed.
• The EOT extension does not create an open horizon. It sets a relatively hard deadline at the end of 2026.
• The unit base and liquidity are so weak that the market may receive dilution before it receives real project progress.

2026 Looks Like A Bridge Year Between Lawyers And Financiers

The right label for the year ahead is a bridge year. Not a breakout year, because there is still no filed plan and no project financing. Not a reset year, because the project did make real progress in gaining land authorizations and a legal path into national infrastructure review. This is a year in which the partnership has to convert wrapper progress into milestones that start to matter to banks, strategic partners, and execution contractors.

What has to happen over the next 2 to 4 quarters?

First, a routing decision has to arrive. Until there is a decision on whether the project goes to the National Infrastructure Committee or back to the district route, the planning package remains "ready" but not "under review." That is the first live bottleneck.

Second, once that decision arrives, the environmental and planning documents need to be formally submitted. That is the point where the project stops being mainly a story of letters and becomes a story of substantive planning review.

Third, the partnership has to show a more credible funding path than a support letter and bridge loans. The annual report explicitly says management and the board are examining the possibility of bringing in an Israeli strategic partner at the general-partner and or partnership level. That is not a small detail. It is an admission that a project of this kind cannot be carried indefinitely through rights issues and related-party bridging.

Fourth, the EOT relationship needs to show enough progress before the end of 2026. Any further delay or reset would say that the partnership is preserving a technology concept, but not moving fast enough to build around it.

What Can Move The Market Read In The Short To Medium Term

In the near term, the market is unlikely to focus mainly on the annual loss line. The more relevant variables are whether 2026 brings a routing decision, new financing, or new dilution. Those are the three factors most likely to change the reading quickly.

What could surprise positively? A fast and favorable planning decision, the arrival of an Israeli strategic partner, or a capital raise that is not overly punitive on price and structure.

What could surprise negatively? More waiting without a routing decision, further small bridge loans, or another equity event that expands the unit base before formal submission of the plan.

Risks

The First Risk Is Regulatory And Environmental, Not Technical

The national-infrastructure route improved the starting position, but it did not eliminate the environmental dispute. The Southern District Committee had already argued that oil-shale energy production appears inconsistent with emissions-reduction policy and that the probability of approval under its route was very low. Even if the project is reviewed in a national infrastructure forum, the underlying dispute remains: is this project a needed national platform, or a heavy-emissions industrial process that runs against environmental policy.

The Second Risk Is Financing, But Also Control And Structure

The partnership explicitly says that continuing project advancement and eventual construction depend on obtaining the required financing. That sounds obvious, but there is another layer here: the structure designed to satisfy the land authority placed formal control with a trustee, while Northwood continues to fund the bridge in practice. If the search for an Israeli buyer or strategic partner does not mature, the partnership could remain in a structure that is good enough to move a little further, but not good enough to close a real project.

The Third Risk Is That Feedstock And Offtake Economics Are Still Open

The partnership itself identifies availability and pricing risk around plastic waste as feedstock, together with transportation and sorting costs. At the same time, the memorandum with Readymix is still not a binding offtake agreement, and the storage JV with i-Store depends on the main project's approvals. So even if the project narrative includes oil, electricity, ash, and sulfuric-acid-like by-product potential, not every product layer has yet been locked into a real commercial path.

The Fourth Risk Is That Project Economics For Common Unitholders Will Be Thinner Than The Headline

If the project advances, common unitholders will not reach the operating stage through a simple economics layer. The general partner has an override royalty equal to 6% before payback and 8% after payback. EOT is entitled, subject to financial close, to cumulative license fees of EUR 1.7 million and a 2.5% royalty on defined revenue after certain production, operating, and maintenance deductions. On top of that sit ongoing operator fees and bonus provisions tied to financial close. So even in a success case, the right question is not only whether the project works, but how much of the project-level economics actually remains at the public unitholder layer.

The Fifth Risk Is Liquidity And Actionability

There is no short-interest data available here, but in the absence of short data a different screen matters more: liquidity. A daily turnover of only about NIS 4,048 means the security itself is not a deep secondary market. That turns every capital raise, option exercise, or incoming investor into an event that can change not only the economics but also the ownership structure very quickly.

Conclusions

Ram-Rotem finished 2025 with a real planning achievement, but without a matching financing achievement. What supports the thesis today is that the land-authority bottleneck was solved, the Justice Ministry recognized an arguable path into the national-infrastructure route, and EOT remains in the picture through the end of 2026. The main blocker is that the partnership is still in a stage where almost all progress is funded from outside sources while the project itself has not yet entered formal planning review and has certainly not entered project finance.

Current thesis: In 2025 Ram-Rotem improved the odds that the project can reach a real planning table, but 2026 will be judged on whether that progress turns into a credible funding path or remains another year of bridge capital.

What changed: The story used to be blocked mainly by land standing and control structure. It has now moved to a more advanced bottleneck: routing, filing, and financing.

Counter-thesis: It is possible the market is still underpricing a genuine statutory step-change, because the project now has signed land authorizations, arguable eligibility for the national-infrastructure route, and a still-open technology window, so one positive trigger could push it relatively quickly into real negotiations with partners and funders.

What could change the market's interpretation: A final routing decision, an Israeli strategic partner, or a capital raise on tolerable terms on the positive side. On the negative side, more delay, more bridge funding, or more dilution before formal plan submission.

Why this matters: In a partnership like this the distance between an interesting industrial concept and value accessible to common unitholders is enormous. The story only works if it can cross both the planning stage and the financing stage without crushing the public layer first.

What must happen over the next 2 to 4 quarters: routing, filing, a clearer financing path, and enough progress relative to EOT before the end of 2026. What would weaken the thesis is continued dependence on bridge loans and equity events without formal planning advancement.