Zone Frontier Inc. Provides Shareholder Update on Minnesota Execution and Debt Financing Progress, Completed Strategic Transformation, Insider Share Purchases and Texas Project

Minnesota debt financing is still in diligence, while Texas investment depends on tenant leases, power capacity and permits.

Rhea-AI Summary

Zone Frontier (ZONE) completed its 1-for-60 reverse stock split, effective October 30, 2026, alongside an update on its infrastructure projects. Outstanding shares fell from approximately 509,892,887 to approximately 8,498,215.

Zone expects Minnesota revenue from Cerebras to begin in Q1 2027 and full 40-megawatt IT capacity in Q2 2027 under a 10-year agreement. Project debt financing remains in confirmatory diligence. The completed CleanCore sale eliminated approximately $3 million in annual cash burn, Zone estimates. Directors invested $3,286,591 since August.

Texas development remains conditional on signed tenant leases, secured power and permits. Its initial $100 million contribution is scheduled for April 2, 2027; failure to invest fully carries potential dilution but no HST recourse. Zone expects to be positioned to raise Texas project equity and debt by the end of Q1 2027.

10 points · 0 major

MixediHow this balance works

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Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance worksHow Sentiment works

1 major · 4 points

Hollow bars mark forward-looking points. How the balance works

Positive

• Moderate point. Forward-looking: it has not happened yet and may not happen.Minnesota remains on track for initial Cerebras revenue in Q1 2027, the company expects.
• Moderate point. Forward-looking: it has not happened yet and may not happen.Minnesota targets its full 40 megawatts of critical IT load in Q2 2027.
• Moderate pointCerebras agreement supports Minnesota for 10 years, with two potential 10-year extensions.
• Moderate point. Forward-looking: it has not happened yet and may not happen.Minnesota debt plus project equity is expected to fully fund operations through full scale upon financing close.
• Moderate pointCompleted CleanCore exit eliminated approximately $3 million in annual cash burn, the company estimates from historical results.
• Moderate point. Forward-looking: it has not happened yet and may not happen.Texas project equity and debt fundraising readiness is expected by the end of Q1 2027.

4 minor points

• Minor pointMinnesota construction remains on schedule; major long-lead equipment deposits are placed and delivery timing remains on track.
• Minor pointDirector investments totaled $3,286,591 since August, including $786,591 from CEO Tyler Hassen.
• Minor point. Forward-looking: it has not happened yet and may not happen.Texas plans call for 50–100-megawatt phases up to 200 megawatts, with potential to exceed 500 megawatts.
• Minor pointTexas carries no obligation to build; base rent begins only when construction starts on each site area.

Negative

• Major point. Forward-looking: it has not happened yet and may not happen.Texas initial $100 million capital contribution is scheduled for April 2, 2027. 2.1× market cap
• Moderate pointMinnesota project debt remains in confirmatory diligence, with closing still pending.
• Moderate pointTexas investment depends on signed long-term tenant leases, secured power capacity and permits.
• Moderate point. Forward-looking: it has not happened yet and may not happen.Incomplete Texas investment by that deadline risks minimal dilution of Zone’s project interest, with no HST recourse.

News Explained

Minnesota debt financing remains in confirmatory diligence and is expected to be structured at the project-entity level; if it closes, the company expects debt together with project equity to fund the campus through full-scale operations.

Key Figures

Reverse stock split: 1-for-60 Minnesota IT load: 40 megawatts Minnesota revenue start: Q1 2027 +4 more

Reverse stock split

1-for-60

Effective October 30, 2026

Minnesota IT load

40 megawatts

Full critical IT load targeted by Q2 2027

Minnesota revenue start

Q1 2027

Revenue commencement with Cerebras targeted

Director investments

$3,286,591

Invested in Zone since August

Texas capital contribution

$100 million

Scheduled for April 2, 2027 under the HST joint venture agreement

Texas campus build scale

50 to 100 megawatts per phase, up to 200 megawatts; potential to exceed 500 megawatts

Potential campus buildout

Minnesota colocation agreement

10 years, with two 10-year extension options

Agreement with Cerebras

Historical Context

2 past events · Latest: Oct 08

2 events

1. Oct 08

   Business sale

   24h Move

   -4.1%

   Sold the legacy cleaning business and reported eliminating annual cash burn.

2. Sep 29

   Texas ground lease

   24h Move

   -0.9%

   Secured a Texas ground lease with rent starting when construction begins on each area.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

reverse stock split, cusip, colocation services agreement, special purpose vehicle, +2 more

6 terms

reverse stock split financial

"The Company’s previously announced 1-for-60 reverse stock split became effective"

A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.

cusip regulatory

"under the existing symbol “ZONE” and a new CUSIP number"

A CUSIP is a nine-character alphanumeric code that uniquely identifies a U.S. or Canadian financial security—such as a stock, bond, or fund share—like a Social Security number for an investment. It matters to investors because brokers, exchanges and record-keepers use the CUSIP to match trades, track ownership, settle transactions and pull accurate records, reducing errors and ensuring money and securities go to the right place.

View in glossary

colocation services agreement technical

"The campus is supported by a 10-year Colocation Services Agreement with Cerebras"

A colocation services agreement is a contract that lets a trading firm place its computer servers inside a data center next to an exchange’s matching engine or a market data feed. It spells out practical details—space, power, cooling, network connections, access rules, uptime guarantees and fees—so firms can get faster, more reliable trade execution and market data, like renting a premium garage next to a busy highway to shave travel time.

special purpose vehicle financial

"The financing is expected to be structured at the project special purpose vehicle level"

A special purpose vehicle (SPV) is a separate legal entity created to isolate financial risk or hold specific assets, much like a dedicated safe for a particular investment or project. Investors pay attention to SPVs because they can influence how risks and rewards are managed, and sometimes they are used to structure transactions more efficiently or hide certain financial details.

promissory note financial

"the consideration payable to the Company in the form of a promissory note"

A promissory note is a written IOU in which one party promises to pay a specific sum, often with interest, to another party by a set date or on demand. Investors care because it functions like a loan: it creates a legal claim on future cash flows, carries credit and timing risk, and can affect valuation or liquidity—think of it as a formal, tradable promise to be repaid that can be assessed like any other debt investment.

earnout financial

"including the consideration payable to the Company in the form of a promissory note and a potential earnout"

An earnout is a financial agreement in which part of the purchase price for a business is paid later, based on the company's future performance. It acts like a bonus system, where sellers earn extra money if the business hits certain goals, aligning their interests with the buyer’s success. Investors pay attention to earnouts because they influence the total deal value and can affect the company's future financial health.

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• 1-for-60 reverse split effective; split-adjusted trading expected to resume today on NYSE American
• Minnesota on track for initial revenue in Q1 2027 and full 40 megawatts IT load in Q2 2027
• Minnesota project-level debt financing progressing through confirmatory diligence
• Exit from legacy CleanCore cleaning business complete; Zone is now pure-play AI infrastructure
• Directors have invested $3,286,591 in Zone since August, including $786,591 by CEO
• Texas campus offers significant option value with no required capital exposure

HOUSTON, Oct. 30, 2026 (GLOBE NEWSWIRE) -- Zone Frontier Inc. (NYSE American: ZONE) (the "Company" or “Zone Frontier”) today provided a shareholder update on its Minnesota data center campus, its project-level debt financing process, the completion of its exit from the legacy CleanCore cleaning products business, insider share purchases and its Potter County, Texas data center campus. The update coincides with the effectiveness of the Company’s 1-for-60 reverse stock split and the resumption of trading of its common stock on a split-adjusted basis on the NYSE American today.

Reverse Stock Split and Resumption of Trading
The Company’s previously announced 1-for-60 reverse stock split became effective at 12:01 a.m. Eastern Time today, and the Company’s common stock is expected to resume trading on a split-adjusted basis on the NYSE American at market open today under the existing symbol “ZONE” and a new CUSIP number, 184492205. Every 60 shares of the Company’s common stock were automatically combined into one share, reducing the number of shares outstanding from approximately 509,892,887 to approximately 8,498,215. No fractional shares were issued in connection with the reverse stock split; any fractional share that otherwise would have resulted from the reverse stock split was rounded up to the nearest whole share.

Minnesota Campus: Execution on Track
The Company’s Minnesota data center campus remains on track to commence revenue with Cerebras Systems Inc. (NASDAQ: CBRS) in the first quarter of 2027 and to deliver its full 40 megawatts of critical IT load by the second quarter of 2027. The campus is supported by a 10-year Colocation Services Agreement with Cerebras, with two 10-year potential extension options.

Construction is progressing on schedule. Deposits have been placed on all major long-lead equipment with delivery timing on track. On site, vertical construction of the data hall and chiller building is advancing on completed footings and foundations, with structural steel rising and roof framing underway. Earthwork, underground utilities, and the power infrastructure to deliver the full 40 megawatts of critical load continue in parallel.

The Company’s project-level debt financing process for the Minnesota campus is progressing well and is in the confirmatory diligence phase. The financing is expected to be structured at the project special purpose vehicle level. Upon closing, the debt financing, together with the project’s equity capital, is expected to fully fund the project through full-scale operations.

“Minnesota is our top priority and has the full attention of our team,” said Tyler Hassen, Chief Executive Officer of Zone Frontier. “Construction is on track, we are advancing our debt financing toward closing, and we are focused every day on being a great partner to Cerebras.”

Transformation Complete
Earlier this month, the Company completed the sale of its legacy cleaning products business, including its wholly owned subsidiary CleanCore Global Limited, which, based on historical operating results, the Company estimates eliminated approximately $3 million in annual cash burn. With the sale, the Company has fully exited the CleanCore business and now operates as a pure-play AI infrastructure developer focused on power-enabled compute campuses, with lean operations and disciplined corporate spending. Additional information regarding the sale, including the consideration payable to the Company in the form of a promissory note and a potential earnout, is included in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 14, 2026.

Insider Share Purchases
Members of the Company’s Board of Directors have invested a total of $3,286,591 in the Company since August, including $786,591 from the Chief Executive Officer Tyler Hassen. In the Company’s approximately $100 million public offering completed in August 2026, Mr. Hassen purchased 2,000,000 shares of common stock and accompanying warrants, and another member of the Board of Directors purchased 10,000,000 shares of common stock and accompanying warrants. In addition, during October 2026, Mr. Hassen purchased 2,500,000 shares of common stock in open market transactions. In total, directors have purchased approximately 241,667 shares of common stock on a post-reverse-split basis (14,500,000 shares on a pre-split basis) since August, including approximately 75,000 post-split shares (4,500,000 pre-split shares) purchased by Mr. Hassen. These purchases have been reported on Forms 4 filed with the Securities and Exchange Commission.

“Our board and I have invested in Zone because we believe in what we are building,” said Mr. Hassen. “Our interests are fully aligned with our shareholders, and we are confident in our strategy and in the long-term value we are working to create.”

Texas Campus: Option Value with Significant Potential
At its Potter County, Texas data center campus, being developed in partnership with HST Technologies, Inc. and its technology platform, the Company continues to make progress with potential tenants and key vendors while permitting and power interconnection studies are completed. The campus is expected to be initially built in phases of 50 to 100 megawatts up to 200 megawatts, with ample potential to exceed well over 500 megawatts over time.

The Company’s capital investment in Texas is entirely within its control. The Company has no obligation to build, and base rent under its long-term ground lease begins only when construction starts on each site area. Under the joint venture agreement with HST, the Company’s initial $100 million capital contribution is scheduled for April 2, 2027. If it is not fully invested by then, HST has no recourse against the Company; the only potential consequence is minimal dilution of the Company’s interest in the project.

The Company intends to invest in Texas only as long-term tenant lease agreements are signed and power capacity and permits are secured, and views the campus as significant option value for shareholders. The approximately 4,077-acre site is located in the Southwest Power Pool (SPP) region and benefits from onsite water and nearby substations, fiber, natural gas pipelines and wind capacity.

“We are very optimistic about our Texas campus,” said Mr. Hassen. “We continue to expect to be in a position to raise project-level equity and debt capital on attractive terms by the end of the first quarter of 2027, and we have a great relationship with our partners at HST. We will act in the best interest of our shareholders, in close coordination with HST, as we move this project forward.”

“Our partnership with Zone brings together a premier site de-risked by our technology stack, and a team that is focused on execution,” said Rudy Roy, Chief Executive Officer of HST Technologies, Inc. “We are making real progress with tenants and vendors, and we are excited about how our software platform will help scale critical AI Infrastructure in the Texas Panhandle.”

“Minnesota is just the beginning,” added Mr. Hassen. “With our transformation complete, our flagship campus on track and a Texas campus that gives us meaningful optionality, we believe Zone is well positioned to build a leading AI infrastructure business.”

For more information, visit www.zonefrontier.com.

About Zone Frontier Inc.
Zone Frontier Inc. (NYSE AMERICAN: ZONE) is helping to build the critical infrastructure that powers the AI economy. Through a growing pipeline of projects, the Company aims to help meet the increasing demand for compute capacity, power, and digital infrastructure required by the world's leading AI companies.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements include, but are not limited to, statements regarding the timing of capacity delivery at the Company's Minnesota data center campus, the timing of construction and equipment delivery at the Minnesota campus, the expected commencement of revenue and the expected contract value under the Company's colocation agreement with Cerebras, the expected closing, terms and sufficiency of project-level debt financing for the Minnesota campus, the resumption of trading of the Company's common stock on a split-adjusted basis, the development of the Company's Texas data center campus and the amount, timing and financing of any capital deployment there, including the timing and terms of any project-level equity and debt financing for the Texas campus, the estimated cost savings from the sale of the Company's legacy business, the Company's business strategy and pipeline of projects, and the Company's operation as an AI infrastructure business. Forward-looking statements are generally identified by words such as "anticipates," "believes," "expects," "intends," "plans," "may," "will," "could," "should," "estimates," "projects," "potential," "focused on," "aims," "expand," "expected," "look forward," and similar expressions. These forward-looking statements are based on management's current expectations and assumptions as of the date of this press release and are subject to significant risks, uncertainties, and other factors that could cause actual results to differ materially from those expressed or implied. Such risks and uncertainties include, but are not limited to: the risk that project-level debt financing for the Minnesota campus does not close on the anticipated terms or timeline or at all; construction, equipment, permitting, power or interconnection delays that could affect delivery timelines under the Company's colocation agreement; the Company's dependence on a single customer for its Minnesota campus and the risk that revenue under the colocation agreement commences later than expected or is less than expected; the collection of amounts payable to the Company under the promissory note and potential earnout from the sale of its legacy business; the risk that the cost savings from the sale of the legacy business are less than estimated; the Company's ability to secure tenants, power, interconnection, permits and project-level financing for its Texas data center campus; the risk that, if the Company does not fund its capital contributions to the Texas joint venture when scheduled, its percentage interest in the joint venture could be diluted; the effects of the reverse stock split, including on the market price and liquidity of the Company's common stock and on the exercise price of the Company's outstanding warrants; the Company's ability to maintain the listing of its common stock on the NYSE American; the highly speculative and uncertain nature of the Company's AI critical infrastructure business; the Company's ability to operate successfully as a pure-play AI infrastructure company following the sale of its legacy business; the Company's limited operating history and experience in the data center and AI infrastructure industries; the status of the Company's operations, results of operations, growth strategy and liquidity; and general economic, financial, capital market and industry conditions.

For a more complete discussion of risks and uncertainties, please refer to the Company's filings with the SEC, including the "Risk Factors" section of the Company's most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law. All forward-looking statements are qualified in their entirety by this cautionary statement.

MEDIA CONTACT
Angela Gorman | AMWPR
angela@amwpr.com | 917.348.0083

SOURCE Zone Frontier Inc. (NYSE AMERICAN: ZONE)

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

When did Zone Frontier’s reverse split take effect, and what was the ratio?

Zone Frontier’s 1-for-60 reverse split took effect at 12:01 a.m. Eastern Time on October 30, 2026. Split-adjusted trading on NYSE American was expected to resume at market open that day. Fractional shares were rounded up to the nearest whole share.

When does Zone Frontier expect Minnesota data center revenue and full capacity?

Zone expects Minnesota to begin generating revenue with Cerebras in Q1 2027 and deliver its full 40 megawatts of critical IT load in Q2 2027. The campus has a 10-year Colocation Services Agreement with Cerebras and two potential 10-year extensions.

What consideration does Zone Frontier receive for the CleanCore sale?

Consideration payable to Zone Frontier includes a promissory note and a potential earnout. Additional sale information is included in the company’s Form 8-K filed on October 14, 2026.

How many Zone Frontier shares have directors purchased since August?

Directors purchased approximately 241,667 post-reverse-split shares, equivalent to 14,500,000 pre-split shares, since August. Hassen’s purchases accounted for approximately 75,000 post-split shares, or 4,500,000 pre-split shares. His October open-market purchases totaled 2,500,000 pre-split shares.