Here’s a classic energy-and-tech mashup for you: Olenox Industries Inc. (OLOX), which calls itself a vertically integrated energy company, said on Wednesday it has signed a non-binding letter of intent to merge with CS Digital Ventures. The plan is an all-stock merger valued at up to $50 million, and the goal is to build off-grid infrastructure for two of the hottest—and most power-hungry—sectors around: Bitcoin mining and artificial intelligence.
Think of it as a play on cheap, stranded power. The combined entity wants to scale infrastructure where electricity costs are below $0.02 per kilowatt-hour, which is a pretty compelling number if you’re running energy-intensive operations like mining Bitcoin or training AI models.
How the Deal Works
The transaction is structured as a share-for-share exchange. Equity holders in CS Digital will get preferred shares in Olenox at $1.00 per share. The $50 million consideration will be paid out in three tranches: $30 million at closing, another $10 million when cumulative revenue under the agreement hits $5 million, and a final $10 million upon reaching $6 million in EBITDA. As part of the deal, Bernardo Schucman will receive 900,000 common shares of Olenox.
So what is CS Digital bringing to the table? The company contributes approximately 2.1 exahash of Bitcoin mining capacity to the combined platform. It also projects 2025 revenue of $20.6 million and EBITDA of $6.2 million. The idea is to marry Olenox’s energy sourcing and infrastructure platform with CS Digital’s mining and data center expertise.
The Strategic Pitch
"This merger represents a strategic step in Olenox's evolution as an energy-led infrastructure company," said Mike McLaren, Chairman and CEO 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."
In plain English: They’re betting that controlling cheap, off-grid power sources will be a major advantage in the race to build the next generation of digital infrastructure. The combined company is targeting growth in off-grid mining, stranded energy utilization, and AI-focused infrastructure.
A Timing Quirk
The merger news comes with a bit of corporate housekeeping in the background. On Tuesday, Olenox received a Nasdaq delinquency notice for failing to file its 2025 Form 10-K on time. The company has 60 days to submit a compliance plan and could get up to 180 days to regain compliance. Olenox said it plans to either file the report or submit that plan by June 22, 2026, and emphasized its commitment to meeting Nasdaq requirements.
Investors seemed to take the merger announcement with a dose of skepticism, at least initially. Olenox shares were down 4.15% at $0.69 during premarket trading on Wednesday, according to market data.
