Mechanical Technology Announces Completion of Soluna Computing Acquisition and Special Shareholder Meeting Results
November 02 2021 - 7:00AM
via NewMediaWire -- Mechanical Technology, Incorporated (“MTI” or
the “Company”), (NASDAQ: MKTY), the parent company of EcoChain,
Inc. ("EcoChain"), a cryptocurrency mining business powered by
renewable energy, and MTI Instruments, Inc. ("MTI Instruments"), a
test and measurement instruments and systems business, today
announced that it has completed the acquisition of Soluna
Computing, Inc. (“SCI”), which now becomes a wholly-owned
subsidiary of EcoChain. The combination allows SCI to more easily
access capital and resources necessary to scale its renewable
energy-powered data center solution more quickly and efficiently.
MTI will shortly change its name to “Soluna Holdings, Inc.”
With the closing of the transaction, MTI gains
access to all of SCI’s assets, including its 300MW (megawatt)
pipeline that is currently under letters of intent (“LOI”),
bringing EcoChain’s combined total to 350MW, with over 200MW more
under active development. Additionally, EcoChain has now
directly employed or retained SCI’s top-tier technical and
management team, bringing expertise in project development, energy
markets, project finance and computing
technology. Additionally, the Board of Directors of MTI
elected John Belizaire, who served as Chief Executive Officer and a
director of SCI until its acquisition by EcoChain, and who now
serves as President and Chief Executive Officer of EcoChain, and
John Bottomley, a director of SCI until the acquisition, to the MTI
Board.
Michael Toporek, CEO of MTI, stated, “We are
extremely excited to announce the closing of the SCI acquisition as
we enter our next growth phase. This is clearly a monumental event
for the Company and brings MTI into the ranks with its larger peer
group based on its development pipeline. As we continue to execute
and build out 100MW to 150MW of our pipeline and managing 4 Exhash
in total next year, we look forward to commanding a proper
valuation.”
Financial Highlights
MTI continues to develop its business in a capital-efficient
fashion with the acquisition of SCI. MTI is issuing consideration
to SCI as value is received to prevent any earnings dilution.
Certain terms of the transaction are summarized below:
- 92% of total
consideration is contingent upon projects coming online
- Up to 2,970,000
shares of MTI common stock to be issued based on building out an
additional 150MW:
- Contingent shares
are not issued, escrowed or outstanding at closing
- For earnings per
share calculations, the number of shares outstanding only changes
when revenues are about to increase from a project coming
online
In addition, as the result of the approval by
MTI’s stockholders of the issuance of such shares at its special
meeting of stockholders, discussed below, pursuant to the
Termination Agreement dated as of August 11, 2021, by and among
MTI, EcoChain, and Harmattan Energy, Ltd. (“HEL”), on November 5,
2021, MTI will issue to HEL 150,000 shares of its common stock and
EcoChain will pay HEL $725,000 and reimburse HEL $75,000 for
transaction-related fees and expenses, and the existing Operating
and Management Agreements between HEL and EcoChain will be
terminated.
On October 29, 2021, MTI held a special meeting
of its stockholders. There were 9,235,589 shares of MTI
common stock represented in person or by proxy at the special
meeting, constituting approximately 72.72% of the outstanding
shares of MTI common stock on August 30, 2021, the record date for
the special meeting, establishing a quorum.
About MTI
MTI is the parent company of MTI Instruments,
Inc. and EcoChain, Inc. Through EcoChain, MTI develops
cryptocurrency mining facilities powered by renewable energy 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 comprehensive array
of technologies to solve complex, real-world applications in
numerous industries. Those include manufacturing, electronics,
semiconductor, solar, commercial and military aviation, automotive
and data storage. For more information about MTI, please
visit https://www.mechtech.com.
Forward Looking Statements
Certain statements in this press release
constitute forward-looking statements within the meaning of the
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 that
could cause actual results to differ materially from future results
expressed or implied by such forward-looking statements. Actual
results could differ materially from those expressed or implied by
such forward-looking statements as a result of various factors,
including, but not limited to: (1) those risk factors set forth in
the Company's Registration Statement on Form S-1 (File No.
333-257300), as amended; and (2) other risks and uncertainties that
may be detailed from time to time in MTI’s reports filed with the
SEC. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date made.
Except as required by law, the Company assumes no obligation to
update or revise any forward-looking statements.
Contact Information:
Lisa Brennan lbrennan@mtiinstruments.com
Investor Relations:
Kirin Smith, President PCG Advisory, Inc.
Ksmith@pcgadvisory.com
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