Terrestrial Energy Announces Appointment of Brian Thrasher as Chief Financial Officer and Brian Romanzo as General Counsel

Strategic hires bring decades of financial leadership, capital markets experience, and regulatory expertise to Terrestrial Energy’s Executive Leadership Team in advance of anticipated transition to a publicly listed nuclear technology innovator company later this year

Appointments serve to expand Terrestrial Energy’s depth of expertise and leadership amidst accelerating enthusiasm for nuclear technology advancement, highlighted by the Trump Administration’s latest Executive Order to spur the deployment of advanced nuclear technologies

/EIN News/ -- CHARLOTTE, N.C., May 29, 2025 (GLOBE NEWSWIRE) -- Terrestrial Energy Inc., (Terrestrial Energy) a developer of small modular nuclear power plants using advanced reactor technology, today announced the appointment of Brian Thrasher as Chief Financial Officer (CFO) and Brian Romanzo as General Counsel and Corporate Secretary. These strategic appointments, effective Tuesday, May 20, 2025, serve to strengthen the company's executive leadership team as Terrestrial Energy prepares for its transition to becoming a publicly listed company.

"Brian Thrasher and Brian Romanzo bring tremendous leadership and experience to the Terrestrial Energy executive team at a pivotal moment for the company’s growth journey," said Simon Irish, CEO and Director of Terrestrial Energy. "Their extensive experience in financial strategy, capital markets, regulatory compliance, and public company readiness will be invaluable as we transition to public company life and accelerate the development and deployment of our advanced nuclear technology."

Brian Thrasher brings over 25 years of financial leadership experience across transportation, manufacturing, and retail industries. Mr. Thrasher’s experience includes executive management positions and serving as officer and director at multi-billion dollar public and private companies in the U.S. These spanned a diverse range of industries, from transportation to apparel and home goods, and included Hilco Transport, Hanesbrands, Alliance Laundry Systems, and Simmons Bedding Company. Several were owned by Thomas H. Lee and Ontario Teachers' Pension Plan, market leading private equity investment managers. Throughout his career, Mr. Thrasher has developed expertise in strategic financial planning, public market reporting and financing, budgeting, forecasting, and systems development and implementation, all of which will be crucial as Terrestrial Energy scales its operations to meet the rapidly growing demand for affordable, efficient, and versatile nuclear energy supply. Mr. Thrasher has successfully led cross-functional teams, and played key roles in mergers and acquisitions, capital structuring, and regulatory compliance, positioning him to lead Terrestrial Energy's financial operations. Mr. Thrasher holds a BBA from Acadia University and a MAcc from The University of Alabama. He is a CPA licensed in the state of North Carolina and is a member of the North Carolina Association of Certified Public Accountants (NCACPA) as well as the American Institute of Certified Public Accountants (AICPA).

“Utilizing their cutting edge IMSR reactor design, Terrestrial Energy is well-positioned to capitalize on the ever-growing demand for clean, reliable, and cost-effective power and industrial heat,” said Thrasher. “I look forward to working closely with Simon and the rest of the leadership team to build on the financial foundation that will support the company’s growth."

Brian Romanzo joins Terrestrial Energy with comprehensive experience navigating high-growth, highly regulated global companies on corporate, regulatory, and transactional matters across a broad spectrum of industries including automotive, consumer electronics, and franchising and distribution. Prior to joining Terrestrial Energy, Mr. Romanzo served as Secretary and General Counsel at The Rep'M Group, where he advised the company on all legal, regulatory and compliance matters. Mr. Romanzo previously served as Vice President, General Counsel and Secretary of SnapAV, a global consumer electronics company where he led legal strategy for the company’s merger and acquisition initiatives, including the take-private acquisition of Control4. Mr. Romanzo also held key legal leadership roles at Driven Brands, Inc., where he served as Vice President and Deputy General Counsel of the parent company and concurrently as General Counsel of its largest portfolio brand, Meineke Car Care Centers. Mr. Romanzo brings extensive expertise in capital markets readiness, corporate governance, mergers and acquisitions, and regulatory compliance to Terrestrial Energy’s leadership team. Mr. Romanzo earned a J.D. from the University of Notre Dame, received Postgraduate Diplomas in Law and Theology from Oxford University and holds a Bachelor of Arts from Princeton University.

"Terrestrial Energy is at the forefront of developing next-generation nuclear technology that addresses our world's growing energy needs for clean and reliable baseload power," said Romanzo. "I'm excited to join this exceptional team and help navigate the regulatory and legal landscape."

About Terrestrial Energy

Terrestrial Energy is a developer of Generation IV nuclear plants that use its proprietary Integral Molten Salt Reactor (IMSR). The IMSR captures the full transformative operating benefits of molten salt reactor technology in a plant design that represents true innovation in cost reduction, versatility and functionality of nuclear energy supply. IMSR plants are designed to be small and modular for distributed supply of zero-carbon, reliable, dispatchable, low-cost, high-temperature industrial heat and electricity, and for a dual-use energy role relevant to many industrial applications, such as chemical synthesis and data center operation. In so doing, they extend the application of nuclear energy far beyond electric power markets. Their deployment will support the rapid global decarbonization of the primary energy system across a broad spectrum and increase its sustainability. Terrestrial Energy uses an innovative plant design together with proven and demonstrated molten salt reactor technology and standard nuclear fuel for a nuclear plant with a unique set of operating characteristics and compelling commercial potential. Terrestrial Energy is engaged with regulators, suppliers and industrial partners to build, license and commission the first IMSR plants in the early 2030s.

On March 26, 2025, Terrestrial Energy and HCM II Acquisition Corp. (Nasdaq: HOND) announced that they have entered into a definitive Business Combination Agreement for a business combination (the “Business Combination”) that would result in the combined Company (Terrestrial Energy) to be listed on the Nasdaq Stock Market under the ticker symbol “IMSR”.

Important Information for Shareholders

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or constitute a solicitation of any vote or approval.

In connection with the business combination, HCM II and Terrestrial Energy will file with the SEC registration statement on Form S-4 (the “Registration Statement”), which will include a preliminary prospectus of HCM II relating to the offer of securities to be issued in connection with the business combination, and a preliminary proxy statement of HCM II to be distributed to holders of HCM II’s capital shares in connection with HCM II’s solicitation of proxies for vote by HCM II’s shareholders with respect to the Business Combination and other matters described in the Registration Statement HCM II and Terrestrial Energy also plan to file other documents with the SEC regarding the business combination. After the Registration Statement has been declared effective by the SEC, a definitive proxy statement/prospectus will be mailed to the shareholders of HCM II and Terrestrial Energy. INVESTORS OF HCM II AND TERRESTRIAL ENERGY ARE URGED TO READ THE REGISTRATION STATEMENT, THE PROXY STATEMENT/PROSPECTUS CONTAINED THEREIN (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND ALL OTHER DOCUMENTS RELATING TO THE BUSINESS COMBINATION THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE BUSINESS COMBINATION.

Investors will be able to obtain free copies of the proxy statement/prospectus and other documents containing important information about HCM II and Terrestrial Energy once such documents are filed with the SEC, through the website maintained by the SEC at http://www.sec.gov. In addition, the documents filed by HCM II may be obtained free of charge from HCM II’s website at https://hcmacquisition.com/ or by written request to HCM II at 100 First Stamford Place, Suite 330 Stamford, CT 06902.

Participants in the Solicitation

HCM II and Company, and their respective directors and executive officers, may be considered participants in the solicitation of proxies with respect to the potential transaction described in this communication under the rules of the SEC. Information about the directors and executive officers of HCM II is set forth in HCM II’s filings with the SEC. Information regarding other persons who may, under the rules of the SEC, be deemed participants in the solicitation of the shareholders in connection with the potential transaction and a description of their direct and indirect interests will be set forth in the Registration Statement (and will be included in the proxy statement/prospectus) and other relevant documents when they are filed with the SEC. These documents can be obtained free of charge from the sources indicated above.

Forward Looking Statements

The statements contained in this press release that are not purely historical are forward-looking statements. These forward-looking statements include, but are not limited to, statements regarding our expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words "anticipate," "believe," "continue," "could," "estimate," "expect," "intends," "may," "might," "plan," "possible," "potential," "predict," "project," "should," "would" and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

The forward-looking statements contained in this press release are based on our current expectations and beliefs concerning future developments and their potential effects on HCM II and the Company. There can be no assurance that future developments affecting HCM II and the Company will be those that we have anticipated. These forward-looking statements speak only as of the date this press release is actually delivered and involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. Should one more or these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the definitive agreements with respect to the Business Combination; (2) the outcome of any legal proceedings that may be instituted against HCM II, the Company, the combined company or others following the announcement of the Business Combination and any definitive agreements with respect thereto; (3) the inability to complete the Business Combination due to the failure to obtain approval of the shareholders of HCM II or the SEC’s declaration of the effectiveness of the Registration Statement (which will including the proxy statement/prospectus contained therein) to be filed by HCM II and the Company or to satisfy other conditions to closing; (4) changes to the proposed structure of the Business Combination that may be required or appropriate as a result of applicable laws or regulations or as a condition to obtaining regulatory approval of the Business Combination; (5) the ability of HCM II to meet stock exchange listing standards following the consummation of the Business Combination; (6) the risk that the Business Combination disrupts current plans and operations of the Company as a result of the announcement and consummation of the Business Combination; (7) the ability to recognize 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; (8) costs related to the Business Combination, including the reorganization described in the business combination agreement; (9) changes in applicable laws or regulations; (10) the possibility that the Company or the combined company may be adversely affected by other economic, business, and/or competitive factors; (11) the amount of redemption requests made by HCM II shareholders and (12) other risk factors described herein as well as the risk factors and uncertainties described in that certain prospectus of HCM II dated August 15, 2024 and the HCM II’s other filings with the SEC, as well as any further risks and uncertainties to be contained in the proxy statement/prospectus filed after the date hereof. In addition, there may be additional risks that neither HCM II or Company presently know, or that HCM II or Company currently believe are immaterial, that could also cause actual results to differ from those contained in the forward-looking statements. 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. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made.

None of HCM II, the Company, any placement agent nor any of their respective affiliates, officers, employees or agents, makes any representation or warranty, either express or implied, in relation to the fairness, reasonableness, adequacy, accuracy, completeness or reliability of the information, statements or opinions, whichever their source, contained in this press release or any oral information provided in connection herewith, or any data it generates and accept no responsibility, obligation or liability (whether direct or indirect, in contract, tort or otherwise) in relation to any of such information. HCM II, the Company and their respective affiliates, officers, employees and agents further expressly disclaim any and all liability relating to or resulting from the use of this press release and any errors therein or omissions therefrom. Further, the information contained herein is preliminary, is provided for discussion purposes only, is only a summary of key information, is not complete and is subject to change without notice.

In addition, the information contained in this press release is provided as of the date hereof and may change, and neither HCM II nor the Company undertakes any obligation to update or revise any forward-looking statements, whether as a result of new information, inaccuracies, future events or otherwise, except as may be required under applicable securities laws.

Terrestrial Energy Investor Center:

https://www.terrestrialenergy.com/investors

Terrestrial Energy Media & Investor Contact:

TerrestrialEnergy@icrinc.com

HCM II Investor Contact:

HCM II Acquisition Corp.
Steven Bischoff
sbischoff@hondiuscapital.com
(203) 930-2200

Photos accompanying this announcement are available at

https://www.globenewswire.com/NewsRoom/AttachmentNg/c298a012-bdb4-4107-bc99-c80880da2244

https://www.globenewswire.com/NewsRoom/AttachmentNg/8fc5ed77-56dd-4441-a260-efaec484a84d

Terrestrial Energy Announces Appointment of Brian Thrasher as Chief Financial Officer

Terrestrial Energy Announces Appointment of Brian Thrasher as Chief Financial Officer

Terrestrial Energy Announces Appointment of Brian Romanzo as General Counsel

Terrestrial Energy Announces Appointment of Brian Romanzo as General Counsel