Olenox Industries Signs Letter of Intent to Acquire Vivakor’s Midstream Business in Oklahoma STACK Play

Olenox Industries (NASDAQ: OLOX) signed a non-binding Letter of Intent to acquire Vivakor's midstream business, CPE Gathering MidCon, LLC, including the Omega pipeline system in the Oklahoma STACK play.

Rhea-AI Summary

Olenox Industries (NASDAQ: OLOX) signed a non-binding Letter of Intent to acquire Vivakor's midstream business, CPE Gathering MidCon, LLC, including the Omega pipeline system in the Oklahoma STACK play.

The transaction is valued at approximately $36 million and is based on $4.56 million annual EBITDA from a take-or-pay guarantee, to be paid in cash, promissory note, common and preferred stock. Parties target definitive agreements and a closing on or before March 31, 2026, subject to customary conditions.

Positive

• Transaction valued at $36 million
• Assets tied to $4.56 million annual EBITDA via take-or-pay guarantee
• Fee-based midstream cash flows reduce commodity exposure
• Expands Olenox presence in the Oklahoma STACK and addressable market

Negative

• Deal is a non-binding Letter of Intent, subject to customary closing conditions
• Purchase consideration includes common and preferred stock, creating potential dilution
• Targeted closing by March 31, 2026 introduces timing uncertainty

Argus Jan 29 session

-7.59% close to close Open Argus

Details

News Market Reaction – OLOX

On Jan 29, the day this news came out, OLOX closed 7.59% below the previous close.

Data tracked by StockTitan Argus for the Jan 29 session.

Key Figures

Transaction value: $36 million Annual EBITDA: $4.56 million Pipeline length: 162 miles +2 more

Transaction value

$36 million

Proposed acquisition of Vivakor’s midstream business and transportation assets

Annual EBITDA

$4.56 million

EBITDA basis for transaction valuation with take-or-pay guarantee

Pipeline length

162 miles

Olenox pipeline recommissioning as wet gas system from Jan 27, 2026 news

Survey completion target

Mid-February 2026

Expected completion of new pipeline survey from prior announcement

Targeted closing date

On or before March 31, 2026

Planned closing for Vivakor midstream asset acquisition, subject to conditions

Historical Context

1 past event · Latest: Jan 27

1 event

1. Jan 27

   Pipeline recommissioning

   24h Move

   +10.9%

   Recommissioning 162-mile wet gas pipeline with new survey and revenue plans.

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

Key Terms

letter of intent, midstream, ebitda, take-or-pay, +3 more

7 terms

letter of intent financial

"announced that it has executed a non-binding Letter of Intent to acquire"

A letter of intent is a document that shows an agreement in principle between parties to work towards a future deal or transaction. It outlines their intentions and key terms, acting like a roadmap before a formal contract is signed. For investors, it signals serious interest and helps clarify expectations early in the process.

midstream technical

"to acquire the midstream business and transportation assets of CPE Gathering"

Midstream refers to the phase in the energy supply chain that involves the transportation, storage, and processing of oil and natural gas after extraction from the ground, but before they are refined into usable products. For investors, midstream companies are important because they often generate steady income through fees for moving and storing energy resources, making them a key link between resource producers and consumers.

ebitda financial

"is based on $4.56 million in annual EBITDA, pursuant to a take-or-pay"

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

take-or-pay financial

"annual EBITDA, pursuant to a take-or-pay guarantee of Vivakor"

A take-or-pay clause is a contract term that requires a buyer to either take delivery of an agreed amount of a product or pay a penalty if they do not. For investors, it matters because it creates predictable revenue for the seller—like a subscription fee that must be paid whether fully used or not—reducing sales volatility but also introducing counterparty risk if the buyer’s ability to pay is uncertain.

wet gas technical

"recommissioning its 162 miles of pipeline as a wet gas system producing"

Wet gas is natural gas that contains a noticeable amount of heavier hydrocarbon liquids—such as propane, butane and condensate—mixed in with the lighter methane used for heating and power. For investors it matters because those liquid components can be extracted and sold separately at higher prices or require additional processing and transport, which changes revenue potential, operating costs and the value of related infrastructure; think of it like buying juice that also contains valuable fruit pieces rather than just plain juice.

ngls technical

"as a wet gas system producing both NGLs and dry gas"

Natural gas liquids (NGLs) are the heavier, liquid hydrocarbons—like ethane, propane, butane and natural gasoline—removed from raw natural gas during processing. For investors, NGLs matter because they are sold separately from gas and crude oil, can be stored and transported differently, and their prices and demand move with fuel, petrochemical and seasonal heating markets, affecting producers’ revenue and profit margins.

terminaling technical

"crude-oil gathering, transportation, terminaling and pipeline connection"

Terminaling is the activity of receiving, storing, and dispatching physical goods—often oil, fuel, chemicals or other bulk commodities—at a dedicated storage facility called a terminal. For investors it signals where products are held, the costs and capacity constraints tied to inventory and shipment, and potential revenue or disruption risk; think of a terminal like a busy garage where goods are parked, refueled and sent on their next trip, and delays or full lots can affect company cash flow and margins.

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

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CONROE, Texas, Jan. 29, 2026 (GLOBE NEWSWIRE) -- via IBN -- Olenox Industries Inc. (NASDAQ: OLOX) ("Olenox Industries" or the "Company"), today announced that it has executed a non-binding Letter of Intent to acquire the midstream business and transportation assets of CPE Gathering MidCon, LLC ("CPE Gathering") from Vivakor, Inc. (OTC: VIVK), owner and operator of the Omega pipeline system, an integrated crude-oil gathering, transportation, terminaling and pipeline connection platform serving the Oklahoma STACK play.  

The transaction, valued at approximately $36 million, will be paid in a combination of cash, promissory note, common and preferred stock, and is based on $4.56 million in annual EBITDA, pursuant to a take-or-pay guarantee of Vivakor.

"Integrated midstream platforms like CPE Gathering generate durable, fee-based cash flows and provide critical infrastructure in established producing basins," said Michael McLaren, Chief Executive Officer of Olenox. "The proposed acquisition of Vivakor’s Oklahoma midstream business would expand our presence in the STACK while positioning these assets for continued development under an integrated operating model.  We couldn't be more excited about this acquisition."

CPE Gathering operates the Omega system, an on-basin midstream platform that provides crude gathering, transportation, terminaling and pipeline connectivity in the STACK region of Oklahoma. Omega is positioned to generate fee-based cash flows, reduce hauling and terminaling costs for producers, and provide a scalable on-ramp for technology and services that improve uptime and lower operating expenses. The transportation assets also offer producers flexible, cost-competitive gathering and transport to a network of storage and blending facilities and pipeline injection points.

Olenox is executing an acquire-and-integrate strategy that elevates core brands to build an integrated energy, technology and infrastructure platform. Acquiring CPE Gathering from Vivakor would complement that strategy by expanding Olenox’s addressable market for services, increasing fee-based, predictable revenue through integrated gathering and terminaling (thereby reducing exposure to commodity volatility), and generating operational synergies by aligning midstream logistics with Olenox’s field services to lower per-well costs and improve uptime.

The parties are working toward definitive agreements with a targeted closing on or before March 31, 2026, subject to customary closing conditions.

About Olenox Industries Inc.

Olenox Industries, Inc. is a vertically integrated energy company operating across three synergistic divisions—Oil and Gas, Energy Services, and Energy Technologies. The company acquires and optimizes underdeveloped oil and gas assets in Texas, Kansas, and Oklahoma while supporting field operations with specialized well services and proprietary enhanced-recovery technologies. Olenox’s integrated model drives efficiency, increases production and unlocks value across the energy lifecycle, positioning the company to capture opportunities often overlooked by traditional operators.

Safe Harbor Statement

Certain statements in this press release constitute "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 assumptions 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 maintain compliance with the NASDAQ listing requirements, and the other 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, including subsequent periodic reports on Forms 10-Q and 8-K. The information in this release is provided only as of the date of this release, and we undertake 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

Corporate Communications:
IBN, Austin, Texas
www.InvestorBrandNetwork.com
512.354.7000 Office
Editor@InvestorBrandNetwork.com

FAQ

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

What is Olenox (OLOX) acquiring from Vivakor and where is it located?

Olenox is acquiring CPE Gathering MidCon, LLC’s midstream and transportation assets in the Oklahoma STACK play. According to the company, the assets include the Omega pipeline system offering crude gathering, transportation, terminaling and pipeline connectivity serving STACK producers.

How much is Olenox (OLOX) paying for Vivakor’s midstream business?

The transaction is valued at approximately $36 million in combined consideration. According to the company, payment will include cash, a promissory note, and both common and preferred stock.

What financial performance supports the Olenox (OLOX) acquisition valuation?

The deal is based on about $4.56 million of annual EBITDA under a take-or-pay guarantee. According to the company, this EBITDA underpins expected fee-based cash flows from the Omega system.

When is the Olenox (OLOX) acquisition expected to close and what conditions apply?

Parties are targeting a closing on or before March 31, 2026, subject to customary closing conditions. According to the company, definitive agreements remain to be negotiated and signed before closing.

What does the acquisition mean for Olenox (OLOX) shareholders in terms of dilution and revenue profile?

The deal could cause dilution because consideration includes company stock, and it aims to increase predictable fee-based revenue. According to the company, integrated assets are expected to shift revenue mix toward fee-based midstream cash flows.