Innovation Beverage Group Ltd. Announces Acquisition of Controlling Interest in BlockFuel Energy Inc. and Execution of Amended Merger Agreement

Rhea-AI Summary

Innovation Beverage Group (Nasdaq: IBG) acquired a controlling 51% stake in BlockFuel Energy (BFE) by buying 127,628 shares and issued warrants to purchase 3,815,766 IBG ordinary shares at $0.0001 per share.

IBG provided a $2.5 million unsecured loan; upon closing the amended merger, warrants will convert to 20,643,297 shares and BFE holders are expected to own ~90% of the combined company, with IBG shareholders retaining ~10%.

Positive

• Acquired 51% of BlockFuel Energy via 127,628 shares
• Warrants convert to 20,643,297 IBG shares upon merger
• Provided $2.5 million loan to facilitate share repurchase

Negative

• Post-merger dilution: BFE holders expected to own ~90%
• Warrants currently represent 45.9% of issued IBG shares

Key Figures

BlockFuel shares acquired: 127,628 shares BFE ownership acquired: 51% IBG warrants issued: 3,815,766 shares at $0.0001 +5 more

8 metrics

BlockFuel shares acquired 127,628 shares BFE common stock representing ~51% of equity

BFE ownership acquired 51% Controlling interest in BlockFuel Energy

IBG warrants issued 3,815,766 shares at $0.0001 Warrants as consideration for BFE stake

Adjusted warrant shares 20,643,297 shares Automatic adjustment upon merger close

Loan to BlockFuel $2.5 million Unsecured loan to repurchase/cancel BFE shares

Post-merger BFE stake 90% ownership Expected ownership of combined company

Post-merger IBG stake 10% ownership Existing IBG shareholders in combined entity

Shelf registration size $10,000,000 Maximum aggregate offering under F-3 shelf

Market Reality Check

Price: $1.21 Vol: Volume 240,568 is only 0....

low vol

$1.21 Last Close

Volume Volume 240,568 is only 0.16x the 20-day average of 1,546,721, suggesting limited pre-news positioning. low

Technical Shares at $1.21 trade well below the 200-day MA of $11.69 and far under the $49.25 52-week high.

Peers on Argus

IBG was down 2.42% pre-announcement, while beverage peers showed mixed, mostly n...

1 Up

IBG was down 2.42% pre-announcement, while beverage peers showed mixed, mostly negative moves: SBEV -1.67%, YHC -1.47% (but +3.52% on momentum scan), WVVI -4.74%, BLNE -3.48%. This points to stock-specific factors around the BlockFuel merger path rather than a clean sector-wide move.

Previous Acquisition Reports

4 past events · Latest: Feb 11 (Positive)

Same Type Pattern 4 events

Date	Event	Sentiment	Move	Catalyst
Feb 11	Merger progress update	Positive	+0.0%	Detailed timing and operational restart update for BlockFuel merger.
Jan 20	Energy expansion update	Positive	-38.2%	Business update on energy expansion, Oklahoma assets and merger timeline.
Oct 15	Definitive merger deal	Positive	+25.2%	Definitive reverse triangular merger agreement and post-deal valuation framework.
Sep 23	LOI for merger	Positive	+105.1%	Non-binding LOI outlining proposed merger and 90%/10% ownership split.

Pattern Detected

Acquisition/BlockFuel headlines have produced mixed reactions: two strong positive moves and two flat-to-negative responses, indicating inconsistent pricing of this strategic transition.

Recent Company History

Over recent months, IBG has repeatedly updated markets on its merger with BlockFuel Energy. A Sep 23, 2025 LOI and a Oct 15, 2025 definitive merger agreement both saw strong positive moves, while later updates on energy expansion and merger progress in Jan 2026 and Feb 2026 drew neutral to sharply negative reactions. The current acquisition of a 51% BlockFuel stake and amended merger agreement continues this same strategic arc toward a BlockFuel-controlled combined entity.

Historical Comparison

+23.0% avg move · Past BlockFuel acquisition/merger headlines moved IBG stock by an average of 23.01%, with both sharp...

acquisition

+23.0%

Average Historical Move acquisition

Past BlockFuel acquisition/merger headlines moved IBG stock by an average of 23.01%, with both sharp rallies and selloffs. Today’s controlling-stake announcement fits into this ongoing deal progression.

BlockFuel’s path with IBG has progressed from LOI to definitive merger, then operational and financing updates, and now a 51% equity stake plus amended merger agreement toward full ownership.

Regulatory & Risk Context

Active S-3 Shelf · $10,000,000

Shelf Active

Active S-3 Shelf Registration 2025-12-29

$10,000,000 registered capacity

IBG has an effective F-3 shelf filed on Dec 29, 2025 allowing issuance of up to $10,000,000 in securities, with usage already evidenced by prospectus supplements on Jan 14, 2026 and Mar 16, 2026.

Market Pulse Summary

This announcement advances IBG’s long-running transition from beverages toward a BlockFuel-led energ...

Analysis

This announcement advances IBG’s long-running transition from beverages toward a BlockFuel-led energy platform, adding a 51% controlling stake, a $2.5 million loan, and an amended merger agreement that targets 90% ownership for BFE holders. Historical BlockFuel news has triggered both sharp rallies and steep declines, so investors may watch how warrant overhang, integration progress, and regulatory approvals evolve against IBG’s existing beverage operations and capital structure.

Key Terms

warrants, exercise price, unsecured loan, intercompany balance

4 terms

warrants financial

"IBG issued warrants to purchase an aggregate of 3,815,766 ordinary shares of IBG"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

exercise price financial

"warrants to purchase an aggregate of 3,815,766 ordinary shares of IBG at an exercise price of $0.0001 per share"

The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.

unsecured loan financial

"IBG also provided BFE with a $2.5 million unsecured loan, which facilitated the repurchase"

A loan made without collateral, meaning the borrower does not pledge specific assets as a guarantee; lenders rely on the borrower’s credit history and promise to repay, usually charging higher interest to compensate for greater risk. For investors, unsecured debt signals how much a company depends on trust-based borrowing, affecting its cost of capital and vulnerability in stress: if the borrower struggles, unsecured lenders and equity holders are more exposed than secured creditors, like lending to someone based on reputation rather than a pledged item.

intercompany balance financial

"this loan will convert into an intercompany balance within the combined organization"

An intercompany balance is money one part of a corporate group owes to or is owed by another part of the same group—like a loan or unpaid bill between siblings in a family. Investors watch these balances because they can affect the group’s true cash position, shift profits between units, and hide risks or obligations that change the overall financial picture and valuation of the business.

AI-generated analysis. Not financial advice.

IBG Acquires 51% stake in BlockFuel Energy as business combination nears completion

Once complete, the combined entity will become a rising oil producer and power generation company with near-term production and scalable growth strategy

SYDNEY, March 25, 2026 (GLOBE NEWSWIRE) -- Innovation Beverage Group Ltd (“IBG” or the “Company”) (Nasdaq: IBG), an innovative developer, manufacturer, and marketer of a growing beverage portfolio of 60 formulations across 13 alcoholic and non-alcoholic brands, today announced that it has acquired a controlling interest in BlockFuel Energy Inc. (“BFE”), a Texas-based energy corporation. This transaction represents a significant milestone towards the proposed merger between both companies, which they anticipate closing in the coming weeks.

On March 16, 2026, IBG entered into a Share Exchange Agreement with certain shareholders of BFE pursuant to which IBG acquired 127,628 shares of BFE common stock, representing approximately 51% of BFE’s outstanding equity. As consideration for those shares, IBG issued warrants to purchase an aggregate of 3,815,766 ordinary shares of IBG at an exercise price of $0.0001 per share, which are not exercisable until shareholder approval and approval by The Nasdaq Stock Market LLC are obtained. The warrant shares represent 45.9% of the issued and outstanding shares of IBG and will represent 51% of the Merger Consideration payable at the time of the closing of the merger. Upon the consummation of the proposed merger between IBG and BFE, the warrants will be automatically adjusted to an aggregate of 20,643,297 ordinary shares of IBG and will be deemed exercised.

As part of the transaction, IBG also provided BFE with a $2.5 million unsecured loan, which facilitated the repurchase and cancellation of certain outstanding BFE shares. Following the closing of the previously announced merger, this loan will convert into an intercompany balance within the combined organization, further consolidating IBG’s ownership position.

Concurrently, IBG, BFE, and IBG’s wholly owned subsidiary, InnoBev Merger Corp., entered into an Amended and Restated Agreement and Plan of Merger. Upon completion of the proposed merger, BFE will become a wholly owned subsidiary of IBG and BFE equity holders are expected to own approximately 90% of the combined company, with IBG’s existing shareholders owning approximately 10%, subject to customary adjustments and dilution.

Strategic Transformation Nearing Completion

The transaction represents a strategic expansion of IBG into the energy and high-powered computing sectors. BFE focuses on the acquisition and development of oil and gas assets and the conversion of underutilized natural gas into electricity to power high-performance computing operations. BFE operates primarily in the United States, including Oklahoma, and is developing a vertically integrated platform combining energy production, power generation, and data centers.

Upon completion of the merger, the combined company is expected to operate under the BlockFuel Energy name, with IBG’s existing beverage business transitioning into an Australian-based subsidiary led by IBG’s CEO Sahil Beri as President. The new parent company will focus on scaling its U.S. onshore oil and gas operations.

“Completing the acquisition of a controlling interest in BlockFuel Energy advances our strategic transition and brings the merger closer to completion,” said Sahil Beri, Chief Executive Officer of Innovation Beverage Group. “We are positioning IBG for long-term growth by focusing on energy assets with strong fundamentals and near-term production potential, while maintaining our beverage business as a distinct subsidiary.”

“This transaction marks a significant step in building a scalable, U.S.-focused energy platform,” said Daniel Lanskey, Chief Executive Officer of BlockFuel Energy. “With a strengthened capital structure and aligned ownership, we are focused on advancing production and expanding our asset base as we begin operations.”

Building a Scalable U.S. Energy Platform

BlockFuel Energy is focused on the acquisition, development, and operation of oil and gas assets, with current operations primarily located in the United States, including acreage positions in Oklahoma.

The transaction provides IBG with immediate exposure to producing and development-stage energy assets, positioning the Company to pursue near-term revenue generation and long-term asset growth.

Based on preliminary engineering and comparable field deployments, BFE management believes onsite gas-to-power costs could be meaningfully below grid-based power pricing, while avoiding transportation, processing, and third-party power costs.

The acquisition was completed in connection with an amended and restated merger agreement between IBG and BFE. The closing of the full merger remains subject to customary conditions, including regulatory approvals and approval by The Nasdaq Stock Market LLC.

About Innovation Beverage Group Ltd

Innovation Beverage Group is a developer, manufacturer, marketer, exporter, and retailer of a growing beverage portfolio of 60 formulations across 13 alcoholic and non-alcoholic brands for which it owns exclusive manufacturing rights. Focused on premium and super premium brands and market categories where it can disrupt age old brands, IBG’s brands include Australian Bitters, BITTERTALES, Drummerboy Spirits, Twisted Shaker, and more. IBG’s most successful brand to date is Australian Bitters, which is a well-established and favored bitters brand in Australia. Established in 2018, IBG’s headquarters, manufacturing and flavor innovation center are located in Sydney, Australia with a U.S. sales office located in California. For more information visit: https://www.innovationbev.com/.

About BlockFuel Energy

BlockFuel Energy is involved in the acquisition, exploration and development of proven oil fields onshore in North America. BlockFuel Energy combines state-of-the-art power generation with oil and gas exploration to power high-performance data centers. Our vertically integrated concept allows us to use co-location and modular power generation techniques to optimize efficiency and investment returns. Our cutting-edge solutions for energy optimization and extraction will enable us to transform underdeveloped resources into high-margin, scalable, and sustainable revenue streams. For more information visit: https://blockfuelenergy.com/.

Forward Looking Statement

This press release contains “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements regarding the proposed merger between IBG and BlockFuel Energy, anticipated operational milestones, expected production levels, anticipated oil and gas sales, planned financing activities, expected economic benefits of such activities, and the proposed acquisition of additional oil field assets.

Forward-looking statements are typically identified by words such as “expects,” “anticipates,” “plans,” “projects,” “intends,” “believes,” “may,” “will,” “could,” “should,” or similar expressions. These statements are based on current expectations and assumptions and involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied. These risks include, among others, the ability of the parties to execute definitive transaction documents, satisfy closing conditions, obtain regulatory and stockholder approvals, commodity price volatility, operational risks, financing risks, , and other risks described in IBG’s filings with the U.S. Securities and Exchange Commission.

Readers are cautioned not to place undue reliance on these forward-looking statements. Neither IBG nor BFE undertakes any obligation to update such statements except as required by law.

Contact:

Innovation Beverage Group Limited
Sahil Beri
CEO
sahil@innovationbev.com
www.innovationbev.com

BlockFuel Energy Inc.
Daniel Lanskey
President and CEO
dan.lanskey@blockfuelenergy.com
www.blockfuelenergy.com

Investor Relations:

KCSA Strategic Communications
Phil Carlson, Managing Director
BlockFuel@KCSA.com

FAQ

What stake did Innovation Beverage Group (IBG) acquire in BlockFuel Energy on March 25, 2026?

IBG acquired a controlling 51% stake in BlockFuel Energy by purchasing 127,628 shares. According to the company, the acquisition advances a pending merger and increases IBG's exposure to producing energy assets and near-term revenue potential.

How many IBG warrants were issued in the BlockFuel transaction and what is the exercise price?

IBG issued warrants to buy 3,815,766 ordinary shares at $0.0001 per share, not exercisable until approvals. According to the company, those warrants will convert to 20,643,297 shares upon consummation of the merger and be deemed exercised.

What is the expected ownership split after the IBG and BlockFuel Energy merger closes?

Following the proposed merger, BFE equity holders are expected to own about 90% of the combined company and IBG shareholders about 10%. According to the company, these figures are subject to customary adjustments and dilution.

What role does the $2.5 million loan play in the IBG acquisition of BlockFuel Energy?

IBG provided a $2.5 million unsecured loan to BFE to facilitate repurchase and cancellation of certain BFE shares. According to the company, the loan will convert to an intercompany balance after the merger, consolidating IBG's ownership position.