EcoChain, Inc. announces agreement to acquire Soluna
Combined company to monetize renewable energy production wasted by owners of wind and solar farms
ALBANY, NY, Aug 12, 2021 (GLOBE NEWSWIRE) – via NewMediaWire – Mechanical Technology, Incorporated (“MTI”), (NASDAQ: MKTY), today announced that it and its wholly owned subsidiary EcoChain, Inc. (“EcoChain”), a crypto mining company currency powered by renewable energy, have entered into agreements for EcoChain to acquire Soluna Computing, Inc. (“SCI” ââor “Soluna”). Upon closing of the transaction, SCI will become a 100% subsidiary of EcoChain (together, the âCombined Companyâ). The combination will provide SCI with easier access to the capital and resources necessary to scale its hub solution. data powered by renewable energies. quickly and efficiently. Upon closing of the transaction, MTI plans to change its name to âSoluna Holdingsâ.
The transaction will place the combined company in the large-cap peer group of the cryptocurrency mining industry based on its development pipeline.. Upon closing of the transaction, MTI will have access to all of SCI’s assets, including its 300 MW (megawatt) pipeline which is currently the subject of Letters of Intent (âLOIâ), bringing the combined total of EcoChain at 350 MW, with over 200 MW more under active development. EcoChain will directly employ or retain Soluna’s leading technical and management team, bringing expertise in project development, energy markets, project finance and IT technology. EcoChain plans to have 50 MW operational by the end of 2021 and an additional 50 MW by the end of the second quarter of 2022. By the end of 2022, EcoChain expects two-thirds of the pipeline current Soluna are operational.
âI am delighted to increase the size and reach of our business and this transaction puts us in an even stronger position to deliver meaningful value to investors,â said Michael Toporek, President and CEO of MTI. âThe Soluna team found a formula to creatively create and finance IT facilities by solving the supply and demand issues inherent in power producers and grid operators, i.e. excess energy produced but not used due to the time lag between the time of energy production, or the day, and the time of highest energy consumption, or the evening / night, which have increased as total renewable energy production continues to grow. We believe that solving the supply and demand problem of the renewable energy industry will serve as an engine for the growth, scalability and profitability of âgreenâ computing.
During 2021, EcoChain has aggressively increased its capacity to reach its target of 50 MW by the end of 2021. Based on current plans, EcoChain plans in August to increase its hash rate (one unit of processing power measurement) compared to July by 269% and that by the end of September, its hash rate will have increased by 863% compared to July.
âWe are delighted with this transaction and the opportunities it offers Soluna to continue helping renewable energy producers sell every megawatt of energy,â said John Belizaire, CEO of SCI. âWe believe that what Soluna is offering today will be an industry standard within three years. It is up to the first players among renewable energy producers to seize this advantage in terms of income.
Highlights of transactions
- At closing, MTI acquires 300 MW of green IT projects under the ACT with costs well below $ 0.03 per kWh (kilowatt hour)
- Active global pipeline of more than 200 MW of additional projects
- The Soluna team joins EcoChain with John Belizaire as CEO of the combined business unit, which we plan to rename “Soluna Computing”
- MTI CEO Michael Toporek to continue as CEO of new company Soluna Holdings
MTI continues to develop its business in a capital efficient manner with the acquisition of SCI. MTI will remit consideration to SCI as and when the value is received in order to avoid any dilution of profits. Some terms of the transaction are summarized below:
- 92% of the total contribution depends on the online publication of the projects
- $ 725,000 cash at closing
- $ 75,000 for transaction fees and closing expenses
- 150,000 ordinary shares of MTI issued at closing
- Up to 2,970,000 ordinary shares of MTI can be issued based on the construction of an additional 150 MW:
- Conditional shares are not issued, escrowed or outstanding at closing
- For earnings per share calculations, the number of shares outstanding only changes when revenue is about to increase from a project that goes live.
Michael Toporek added, âOur company will continue to focus on return on investment, transparency and accountability as we grow our mining business by providing solutions to power producers and grid operators. We believe that every renewable energy project will consider a green IT component; as we like to say, âgreen computing is a better batteryâ.
A presentation and the corresponding video are available on the Company’s website at:
MTI is the parent company of MTI Instruments, Inc. and EcoChain, Inc. Through EcoChain, MTI is developing renewable energy-powered cryptocurrency mining facilities that integrate with the blockchain network. Through MTI Instruments, MTI is engaged in the design, manufacture and sale of test and measurement instruments and systems that use a full range of technologies to solve complex and real-world applications in many industries. These include manufacturing, electronics, semiconductors, solar power, commercial and military aviation, automotive, and data storage. For more information on MTI, please visit https://www.mechtech.com.
Additional transaction information and where to find it
In connection with the proposed transaction, MTI will file with the United States Securities and Exchange Commission (the âSECâ) a proxy circular (the âproxy statementâ) and other relevant documents relating to the proposed transaction. . MTI SHAREHOLDERS AND OTHER INTERESTED PARTIES ARE URGED TO READ THE PROXY STATEMENT FOR THE TRANSACTION WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENT TO THESE DOCUMENTS, BECAUSE OF ANY OTHER RELEVANT DOCUMENT FILED WITH THE SEC. IMPORTANT INFORMATION. The proxy statement will be mailed to MTI shareholders prior to the MTI shareholders meeting to be held to approve the proposed transaction, the agreement, the issuance by MTI of MTI common shares hereunder, and certain related matters, the meeting of which has not yet been scheduled. Additionally, when the proxy statement and other related documents are filed by MTI with the SEC, they can be obtained free of charge from the SEC’s website at http://www.sec.gov and at MTI’s website at http: // www. mechtech.com.
Participants in the call for tenders
MTI and its respective officers and directors may be considered participants in the solicitation of proxies from MTI shareholders in connection with the proposed transaction. Information about the directors and officers of MTI is set out in the proxy statement for the annual meeting of MTI shareholders in 2021, as filed with the SEC on May 18, 2021, and information on the interests of the directors and MTI executives in the proposed transaction are defined. in MTI’s current report on Form 8-K filed with the SEC as of the date hereof. Information about any other person who may, under SEC rules, be considered to participate in the solicitation of MTI shareholders in connection with the proposed transaction, will be included in the proxy statement. You can obtain free copies of these documents from the SEC or MTI using the information on the website above.
MTI SHAREHOLDERS ARE ADVISED TO READ THE PROXY CIRCULAR CAREFULLY WHEN IT BECOMES AVAILABLE BEFORE MAKING VOTING DECISIONS REGARDING THE PROPOSED TRANSACTION AND RELATED MATTERS.
Cheeky Looking at Declaration
Statements in this press release that are not historical facts, in particular statements regarding the expected merger benefits, MW EcoChain will be operational and its expected hash rate at future dates, and Soluna’s offer becoming an engine of growth, scalability and profitability in the “green” IT industry, constitute forward-looking statements within the meaning of federal securities laws. Forward-looking statements reflect management’s current expectations as of the date of this press release, and are subject to certain risks and uncertainties which could cause actual results to differ materially from future results expressed or implied by such statements. prospective. Actual results could differ materially from those expressed or implied by these forward-looking statements due to various factors, including, but not limited to: (1) Soluna’s business may not be successfully integrated into EcoChain or such integration may be more difficult, time-consuming or expensive than expected; (2) the cost savings expected from the transaction may not be fully realized or realized within the expected timeframe; (3) income from the transaction may be lower than expected; (4) negotiations with counterparties in Soluna’s development pipeline projects could be disrupted by the proposed transaction; (5) MTI may not be able to obtain the required shareholder approvals; (6) changes in laws, regulations and policies, and industry developments in general, which negatively impact the cryptocurrency mining industry or the renewable energy industry, by in particular EcoChain’s ability to purchase excess energy from renewable energy producers and grid operators; and (7) other risks and uncertainties which may be detailed from time to time in MTI’s reports filed with the SEC.
Kirin Smith, President
PCG Consulting, Inc.