BANGKOK, Dec. 12, 2025 (GLOBE NEWSWIRE) -- NewGenIVF Group Limited (“NewGen” or the “Company,” NASDAQ: NIVF), a technology-driven company building a diversified ecosystem across fertility technology, digital assets, and real estate development, today announced its intention to exercise an option under its joint venture agreement (“JVA”) with BNW Real Estate Development LLC (“BNW”) to convert the Ras Al Khaimah development project from a Joint Venture structure into a Joint Development structure, while maintaining the existing shareholding of the special purpose vehicle (“SPV”).

This strategic conversion is expected to enhance NewGen’s profit entitlement in the flagship Ras Al Khaimah Beach District luxury project, demonstrating its strong confidence in the venture’s profitability and commitment to maximizing shareholder returns. Under the Joint Development structure, NewGenProperty Limited, a wholly owned subsidiary of NewGen, shall fully contribute all project finances and will be entitled to 64% of the net profits from the project, potentially increasing the Company’s projected pre-tax profit from US$67 million to US$123 million (based on a feasibility analysis by BNW).

To support the conversion and fund its expanded commitments under the Joint Development structure, NewGen plans to raise additional funds. Any capital raised will further strengthen the Company’s financial flexibility as it accelerates project activities and capitalizes on Ras Al Khaimah’s rapidly appreciating real estate market.

Under the relevant clause of the JVA, NewGenProperty Limited, as the Landowner, will assume full responsibility for project financing, including the plot purchase price, development costs, pre-sales expenses, and financial escrow requirements, with any remaining land balance funded through its own resources. BNW, as the Developer, will continue to provide development management services. Following the conversion to the new structure, net profit allocation will shift to 64% for NewGenProperty Limited and 36% for BNW, after deduction of all SPV-related expenses, taxes, and costs.

The relevant terms of the JVA and the option to convert have been reviewed and endorsed by Ravenscroft & Schmierer, a leading law firm ranked by The Legal 500, which confirmed that NewGen has full legal right to exercise this conversion option in accordance with prevailing laws and the governing terms of the JVA. This endorsement provides additional assurance of the transaction’s legality and enforceability.

The presale phase of the Ras Al Khaimah Beach District project is expected to commence shortly, as it will be permitted once 20% of the land purchase price is paid and all non-financial escrow requirements are fulfilled by the Developer. This milestone, anticipated in the near term, is projected to unlock significant presale proceeds that will help finance ongoing development activities and reduce external funding needs.

Based on feasibility analyses prepared by BNW, project completion is targeted for 2028, with the revised structure projected to generate an 83% increase in pre-tax profit to NewGen, compared to the original joint venture model.

Mr. Siu Wing Fung Alfred, Founder, Chairman, and CEO of NewGen, commented, “Our proposed conversion to a Joint Development structure reaffirms our conviction in the exceptional potential of the Ras Al Khaimah project. With full legal rights confirmed by Ravenscroft & Schmierer, we are proceeding confidently to exercise this option and strengthen our position in one of the UAE’s fastest-growing luxury markets. By increasing our profit entitlement to 64% and securing the financial flexibility to drive development, we expect to amplify our share of projected pre-tax profits to US$123 million. With presales launching soon, we anticipate meaningful proceeds that will help fuel construction deliverables and accelerate project momentum, ultimately translating into substantial value creation for our shareholders.”

This conversion provides NewGen with greater strategic control, improved financial participation, and stronger alignment with the project’s growth trajectory. The Company continues to seek additional opportunities to expand its real estate portfolio as part of its broader diversification strategy across high-potential GCC markets.

About NewGenIVF Group Limited

NewGenIVF Group Limited (NASDAQ: NIVF) is a comprehensive fertility services provider in Asia helping couples and individuals access advanced fertility treatments. With a mission to make parenthood achievable regardless of fertility challenges, NewGen operates fertility centers offering IVF, assisted reproductive technology, gamete donation, and surrogacy services across Thailand, Cambodia, and Kyrgyzstan. Through strategic diversification, NewGen is also building exposure to high-value property developments in growth markets.

For more information, visit www.newgenivf.com. The information contained on, or accessible through, NewGen’s website is not incorporated by reference into this press release.

Forward-Looking Statements

This press release contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Without limiting the generality of the foregoing, the forward-looking statements in this press release include descriptions of the Company's intention to exercise the conversion option, plans to raise additional capital, real estate development plans, financial projections (including the projected increase in pre-tax profit from US$67 million to US$123 million), Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release, such as (i) the Company's ability to raise the substantial additional capital required to fund the Joint Development structure on acceptable terms, or at all, and the potential for significant dilution to existing shareholders from any equity financing; (ii) market and economic conditions in the UAE and Ras Al Khaimah real estate markets, including volatility, changes in demand for real estate, and competition from other developments; (iii) construction delays, cost overruns, and our ability to secure required governmental approvals and permits; and (iv) the feasibility analyses and financial projections being based on numerous assumptions that may prove inaccurate, with actual sales prices, sales velocity, and project costs potentially differing materially from projections. The financial projections included in this press release, including the US$67 million and US$123 million pre-tax profit figures, are forward-looking statements [based on feasibility analyses] and numerous assumptions about future events and are inherently uncertain and should not be relied upon as guarantees of future performance. You should carefully consider the foregoing factors and the other risks and uncertainties described in the Company’s annual report on Form 20-F and other documents filed or to be filed by the Company with the SEC from time to time, which could cause actual events and results to differ materially from those contained in the forward-looking statements. Copies of these documents are available on the SEC’s website, www.sec.gov. All information provided herein is as of the date of this press release, and the Company undertakes no obligation to update any forward-looking statement, except as required under applicable law.

Investor Relations Contact:
ICR, LLC
Robin Yang
Phone: +1 (212) 537-3847
Email: NewgenivfIR@icrinc.com