Olenox enters non-binding LOI for up to $50M merger with CS Digital

Olenox (OLOX) Industries has entered into a non-binding Letter of Intent with CS Digital Ventures, a digital infrastructure and Bitcoin mining platform. Under the terms of the Letter of Intent, the transaction will be structured as a 100% share-for-share combination, pursuant to which the equity holders of CS Digital will receive up to $50,000,000 payable via the issuance of preferred shares of Olenox stock with the exchange price fixed at $1.00 per share in exchange for all of the outstanding equity interests of CS Digital. The Purchase Price will be paid in three tranches: $30,000,000 of the Purchase Price will be issued at closing, $10,000,000 of the Purchase Price will be issued upon CS Digital achieving $5,000,000 in cumulative revenue directly attributable to the arrangement contemplated by the definitive agreement, and $10,000,000 of the Purchase Price will be issued upon CS Digital reaching $6,000,000 in EBITDA directly attributable to the arrangement contemplated by the definitive agreement. In addition, Mr. Schucman will receive 900,000 shares of Olenox common stock in connection with assessing the feasibility of integrating natural gas resources and associated power generation infrastructure to support data center operations. The proposed combination is designed to bring together Olenox’s energy expertise, low-cost energy sourcing capabilities, and scalable infrastructure platform with CS Digital’s deep operating experience in institutional Bitcoin mining, fleet deployment, and data center execution. Based upon operational and financial disclosures provided to the Company, CS Digital brings to the combined platform approximately 2.1 EH of digital mining infrastructure capacity, as well as 2025 revenue of $20.6M and 2025 EBITDA of $6.2M. The combined company intends to focus on building and scaling off-grid mining and digital infrastructure projects with targeted power costs of less than $0.02 per kWh, a level the parties believe can create a significant structural efficiency advantage in the current market. Management also believes this platform can support not only Bitcoin mining, but also the development of low-cost energy and infrastructure solutions for AI and high-density compute customers. Bernardo Schucman will remain CEO of CS Digital and lead the mining vision of the combined platform.