Olenox Industries Announces Proposed Merger with CS Digital to Create Scalable Off-Grid Digital Infrastructure Platform for Bitcoin Mining and AI Infrastructure

Rhea-AI Summary

Olenox (NASDAQ:OLOX) announced a proposed all-stock merger with CS Digital on April 22, 2026 to combine Olenox's energy platform with CS Digital's Bitcoin-mining infrastructure and leadership.

The plan contemplates up to $50,000,000 in preferred shares (issued in three tranches), CS Digital's ~2.1 EH capacity, 2025 revenue $20.6M and 2025 EBITDA $6.2M, and a target power cost below $0.02/kWh.

Positive

• 2.1 EH of digital mining capacity added
• $20.6M reported 2025 revenue from CS Digital
• $6.2M reported 2025 EBITDA contributed by CS Digital
• Transaction structured as stock consideration, conserving cash

Negative

• $50M preferred-share consideration may cause material dilution
• $20M of consideration contingent on revenue/EBITDA milestones
• 900,000 common shares to CEO Bernardo Schucman increase share count

News Market Reaction – OLOX

-6.67%

8 alerts

-6.67% Session close to close

-21.3% Trough in 27 hr 50 min

$4.45M Market Cap

0.7x Rel. Volume

In the Apr 22 session, OLOX declined 6.67%, reflecting a notable negative market reaction. Argus tracked a trough of -21.3% from its starting point during tracking. Our momentum scanner triggered 8 alerts that day, indicating moderate trading interest and price volatility.

Data tracked by StockTitan Argus on the day of publication.

Market Context

The stock moved -6.7% in the session following this news. A negative reaction despite this merger an...

Analysis

The stock moved -6.7% in the session following this news. A negative reaction despite this merger announcement would fit prior patterns where growth or operational updates did not translate into immediate gains. The all-stock nature of the deal and additional preferred issuance could raise dilution concerns, especially after recent approvals for large share increases. Investors may also weigh integration complexity and the shift toward Bitcoin mining and AI infrastructure against Olenox’s legacy energy operations.

Key Figures

Total purchase price: $50,000,000 Closing tranche: $30,000,000 Revenue milestone: $5,000,000 +5 more

8 metrics

Total purchase price $50,000,000 Maximum equity consideration for 100% of CS Digital

Closing tranche $30,000,000 Preferred stock to be issued at transaction closing

Revenue milestone $5,000,000 Cumulative revenue trigger for second $10M tranche

EBITDA milestone $6,000,000 EBITDA trigger for final $10M tranche

2025 revenue $20.6 million CS Digital 2025 revenue based on provided disclosures

2025 EBITDA $6.2 million CS Digital 2025 EBITDA based on provided disclosures

Digital capacity 2.1 EH CS Digital digital mining infrastructure capacity

Target power cost <$0.02/kWh Combined platform’s targeted off-grid power cost

Historical Context

5 past events · Latest: Apr 10 (Positive)

Pattern 5 events

Date	Event	Sentiment	24h Move	Catalyst
Apr 10	Midstream acquisition LOI	Positive	+1.8%	Amended LOI to acquire Omega pipeline operator for about $36M.
Apr 02	Shareholder meeting actions	Negative	-22.2%	Approved massive share authorization, equity plans, and potential reverse split.
Mar 04	Field production update	Positive	-4.5%	Reported stabilized production and ongoing well revitalization progress.
Mar 03	2026 drilling program	Positive	-1.8%	Launched 10-well program and pipeline recommissioning plans.
Feb 26	Infrastructure contract win	Positive	-2.5%	Subsidiary Giant Containers chosen for New Jersey state park project.

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

Pattern Detected

Operational and growth updates have often seen weak or negative immediate price reactions, while more structural or capital-related events, including shareholder approvals and M&A, have produced larger directional moves.

Recent Company History

Over recent months, Olenox has pursued multiple growth and restructuring steps. In February–March 2026, it announced drilling and pipeline plans, positive field stabilization, and a new state-park infrastructure contract, yet shares generally traded down after these updates. The April 2 annual meeting brought approvals for large equity issuances and a potential reverse split, followed by a -22.18% move. The April 10 midstream acquisition LOI, valued at $36 million, saw a modest positive reaction. Today’s digital infrastructure merger fits this acquisitive, diversification-driven trajectory.

Key Terms

ebitda, bitcoin mining, off-grid, kwh, +2 more

6 terms

ebitda financial

"and (iii) $10,000,000 of the Purchase Price will be issued upon CS Digital reaching $6,000,000 in EBITDA"

EBITDA stands for earnings before interest, taxes, depreciation, and amortization. It measures a company's profitability by focusing on the money it makes from its core operations, ignoring expenses like taxes and accounting adjustments. Investors use EBITDA to compare how well different companies are performing financially, as it provides a clearer picture of operational success without the influence of financial structure or accounting choices.

View in glossary

bitcoin mining financial

"CS Digital Ventures, LLC ("CS Digital"), a digital infrastructure and Bitcoin mining platform"

Bitcoin mining is the process of using computers to solve complex puzzles that verify and add transactions to Bitcoin’s public ledger; successful miners are rewarded with newly created bitcoins and transaction fees. It matters to investors because mining controls how new coins enter circulation, affects the security and reliability of the network, and creates a business model exposed to electricity costs, hardware investment and the coin’s market price—factors that influence profitability and company valuations.

off-grid technical

"deployment of next-generation off-grid infrastructure with targeted power costs below $0.02/kWh"

Off-grid describes a property, facility, or system that operates independently of public utility networks, typically generating its own power, water, or waste management on site. Investors care because off-grid setups can reduce ongoing utility costs, increase resilience against outages or regulatory changes, and open markets for specialized products or services, but they also often require higher upfront capital, maintenance expertise, and different risk assessments than grid-connected assets.

kwh technical

"targeted power costs below $0.02/kWh"

A kWh (kilowatt-hour) is a measure of energy equal to running a 1,000-watt appliance for one hour; think of it like a gallon of gasoline but for electricity. Investors care because electricity prices and contracts are quoted in kWh, so it directly affects operating costs, utility revenues, project economics for power plants and batteries, and the value of efficiency or renewable energy investments.

data centers technical

"third-party data centers, operating at power costs of approximately $0.07 to $0.09 per kWh"

Large facilities that house rows of computer servers, storage devices, and networking equipment that store, process and move digital information for websites, cloud services and companies. Like a warehouse filled with powerful computers instead of boxes, they keep online services running around the clock. Investors care because demand, location, energy use and reliability drive revenue, costs, growth prospects and regulatory or operational risks for businesses that own or lease them.

ai technical

"infrastructure solutions for AI and high-density compute customers"

Artificial intelligence (AI) is technology that enables machines to mimic human thinking and learning, allowing them to analyze information, recognize patterns, and make decisions. For investors, AI matters because it can improve how businesses operate, create new products, or identify opportunities faster and more accurately than humans alone, potentially impacting company success and market trends.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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All-stock transaction combines Olenox's energy platform with CS Digital's proven mining leadership, 2.1 EH of digital infrastructure capacity, and 2025 revenue estimated at $20.6 million to accelerate deployment of next-generation off-grid infrastructure with targeted power costs below $0.02/kWh

CONROE, TX / ACCESS Newswire / April 22, 2026 / Olenox Industries Inc. (NASDAQ:OLOX) ("Olenox" or the "Company"), a vertically integrated energy company focused on oil and gas, energy services and energy technologies, today is pleased to announce that it has entered into a non-binding Letter of Intent with CS Digital Ventures, LLC ("CS Digital"), a digital infrastructure and Bitcoin mining platform co-founded by industry veteran Bernardo Schucman, early Bitcoin investor Shanti Cillo, Chief Technology Officer Roberto Santacroce, and Chief Financial Officer Federico Sader.

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 (the "Purchase Price") in exchange for all of the outstanding equity interests of CS Digital. The Purchase Price will be paid in three tranches: (i) $30,000,000 of the Purchase Price will be issued at closing, (ii) $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 (iii) $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 $20.6 million and 2025 EBITDA of $6.2 million. 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.

"This merger represents a strategic step in Olenox's evolution as an energy-led infrastructure company," said Mike McLaren, Chairman and Chief Executive Officer of Olenox. "By combining Olenox's energy platform with CS Digital's operating capability, attractive financial profile, and Bernardo's proven leadership in mining infrastructure, we believe we are creating a differentiated platform positioned to compete in the next phase of digital infrastructure growth, spanning both Bitcoin mining and AI-oriented infrastructure."

Bernardo Schucman, who will remain Chief Executive Officer of CS Digital and lead the mining vision of the combined platform, added: "We are entering what I believe is the third era of Bitcoin mining. The first era began when I started mining in my garage in California, paying residential power rates. The second era emerged as pioneers like us moved into underutilized colocation space in third-party data centers, operating at power costs of approximately $0.07 to $0.09 per kWh, which ultimately led to the development of dedicated mining data centers operating at power costs of approximately $0.05 per kWh. I believe 2026 may mark the beginning of a new phase: the large-scale development of off-grid data centers built closer to the point of energy generation, where, under certain conditions, it may be possible to generate and utilize power at costs approaching $0.02 per kWh. Our combination with Olenox is intended to pursue that opportunity and build what we believe can become a leading platform in scaling off-grid mining. Our ambition is significant, and so is the opportunity in front of us."

Schucman is widely recognized as one of the early pioneers of institutional Bitcoin mining infrastructure. Over the course of his career, he has participated in the deployment of more than 20 mining data centers across Asia, Europe, and the Americas, and his operations have been credited with mining a BDO-verified total of 50,434 BTC. He is the founder of Fastblock, co-founder of ATL Data Centers, and later served as Senior Vice President of Mining at CleanSpark, where he helped lead the transition and scale-up of the company's mining operations and contributed to CleanSpark's development into one of the leading public Bitcoin mining companies. He is supported by CS Digital's co-founding team, including early Bitcoin investor Shanti Cillo, CTO Roberto Santacroce, and CFO Federico Sader, who have helped shape the company's strategy, technology foundation, and financial discipline.

Olenox believes the combined platform will be well-positioned to capitalize on a changing infrastructure landscape in which access to low-cost, reliable, and quickly deployable power is becoming the primary differentiator. With the ability to source energy at highly competitive costs and deploy infrastructure rapidly, the combined company expects to pursue opportunities in off-grid Bitcoin mining, stranded-energy monetization, and infrastructure solutions for AI customers and other power-intensive workloads.

The transaction is expected to strengthen Olenox's strategic positioning at the intersection of energy, digital infrastructure, and next-generation compute, while creating a platform capable of scaling meaningfully across both mining and AI-related applications.

Additional details regarding the transaction structure, leadership alignment, governance, expected closing timeline, and pro forma ownership will be provided in subsequent filings and disclosures.

About Olenox Industries Inc.

Olenox Industries is a vertically integrated energy company operating across multiple business lines, including oil and gas, energy services, and energy technologies. The Company is focused on acquiring, optimizing, and scaling energy-related infrastructure and operating assets across key U.S. markets.

About CS Digital Ventures, LLC

CS Digital is a digital infrastructure company focused on Bitcoin mining and high-density compute deployments. The company was co-founded by Bernardo Schucman, early Bitcoin investor Shanti Cillo, Chief Technology Officer Roberto Santacroce, and Chief Financial Officer Federico Sader. The company is led by a team with extensive experience in ASIC fleet operations, mining data center deployment, power sourcing, and institutional-scale execution, with a strategic focus on off-grid infrastructure and low-cost energy solutions.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the federal securities laws. Words such as "may," "might," "will," "should," believe," "expect," "anticipate," "estimate," "continue," "predict," "forecast," "project," "plan," "intend," or similar expressions, , or statements regarding intent, belief, or current expectations, are forward-looking statements. These forward-looking statements are based upon current estimates and assumptions. While the Company believes these forward-looking statements are reasonable, undue reliance should not be placed on any such forward-looking statements, which are based on information available to us on the date of this release. These forward-looking statements are subject to various risks and uncertainties, many of which are difficult to predict that could cause actual results to differ materially from current expectations and assumption from those set forth or implied by any forward-looking statements. Important factors that could cause actual results to differ materially from current expectations include, among others, the Company's ability to successfully complete due diligence for the acquisition of CS Digital, the Company's ability to successfully negotiate definitive documents for the acquisition of CS Digital, the satisfaction of closing conditions, regulatory and stockholder approvals, integration risks, market conditions, Bitcoin network difficulty, commodity prices, capital availability, energy delivery risks, customer demand for AI infrastructure, the Company's ability to maintain compliance with NASDAQ listing requirements, and the factors discussed in the Company's Annual Report on Form 10-K for the year ended December 31, 2024, and its subsequent filings with the SEC. The information in this release is provided only as of the date of this release, and Olenox undertakes no obligation to update any forward-looking statements contained in this release on account of new information, future events, or otherwise, except as required by law.

Investors: investors@olenox.com

SOURCE: Olenox Industries, Inc.

View the original press release on ACCESS Newswire

FAQ

What are the key financial terms of the Olenox (OLOX) merger with CS Digital announced April 22, 2026?

The transaction contemplates up to $50,000,000 in preferred shares issued in three tranches. According to the company, payment includes $30M at closing and two contingent tranches tied to revenue and EBITDA milestones.

How much mining capacity does CS Digital bring to Olenox (OLOX) in the proposed merger?

CS Digital brings approximately 2.1 EH of digital mining infrastructure capacity. According to the company, that capacity is part of the combined platform targeting scaled off-grid mining and compute deployments.

What were CS Digital's reported 2025 revenue and EBITDA in the Olenox (OLOX) announcement?

CS Digital reported $20.6 million in 2025 revenue and $6.2 million in 2025 EBITDA. According to the company, those figures form the baseline financial contribution to the combined platform.

What shareholder impact should investors expect from Olenox's (OLOX) proposed stock-based purchase of CS Digital?

Investors should expect share issuance that could dilute existing holders, including up to $50M in preferred shares and 900,000 common shares to a key executive. According to the company, those issuances are part of the agreed consideration structure.

What milestones trigger the contingent tranches in the Olenox (OLOX)-CS Digital deal?

Two contingent tranches total $20,000,000: $10M upon $5M cumulative attributable revenue and $10M upon $6M attributable EBITDA. According to the company, those metrics must be directly attributable to the arrangement.

How does the proposed Olenox (OLOX) deal aim to achieve low power costs for mining and AI infrastructure?

The combined company targets power costs below $0.02 per kWh through off-grid, near-generation deployments. According to the company, combining Olenox energy sourcing with CS Digital operations is intended to lower structural power costs.