Olenox Enters LOI with CS Digital for $50 Million Transaction
Olenox Industries has entered into a non-binding Letter of Intent with CS Digital Ventures, a digital infrastructure and Bitcoin mining platform. 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 in exchange for all of the outstanding equity interests of CS Digital. The Purchase Price will be paid in three tranches: $30,000,000 of the Purchase Price will be issued at closing, $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 $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 $20.6M and 2025 EBITDA of $6.2M. 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. Bernardo Schucman will remain CEO of CS Digital and lead the mining vision of the combined platform.
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- Reverse Stock Split Announcement: Olenox Industries has announced a 1-for-10 reverse stock split effective May 8, 2026, aimed at boosting its share price to meet the Nasdaq Capital Market's minimum bid requirement of $1.
- Impact on Outstanding Shares: Following the split, the number of outstanding shares will decrease from approximately 10.2 million to about 1.2 million, which, while reducing the share count, may impact the investment value for shareholders.
- Market Reaction: Following the announcement, OLOX shares fell 6% in premarket trading, reflecting market concerns about the company's future prospects and potentially affecting investor confidence.
- Regulatory Pressure: This move not only aims to comply with Nasdaq's minimum price requirement but also highlights the compliance pressures faced by the company, which could influence its future financing and market performance.
- Drilling Program Launch: Olenox Industries Inc. has commenced its 2026 drilling program, planning to complete one well by the end of the current quarter, followed by three wells in each of the next three quarters, which is expected to significantly enhance the company's output and market competitiveness.
- Pipeline Recommissioning: The company has completed its survey of the 162-mile pipeline and is preparing the necessary paperwork to recommission and relicense it, with full functionality expected by the end of Q3 2026, thereby enhancing transportation capacity and operational efficiency.
- Daily Production Target: Olenox aims to achieve a target of 1,000 BOE per day by year-end, with CEO Michael McLaren stating that the company can leverage its stronger footing through new drills and acquisitions to solidify its market position.
- Positive Market Environment: With positive trends in oil prices, Olenox believes now is the optimal time to kick off its drilling program, which will not only boost production capacity but also lay a foundation for future growth.
- Project Selection: Olenox Industries' subsidiary, Giant Containers, has been selected to provide design and construction services for critical infrastructure at New Jersey's newest state park, marking a significant expansion in the company's infrastructure capabilities.
- Greenway Development: The park aims to transform nearly one mile of the Newark segment into a nine-mile greenway connecting eight communities in Essex and Hudson counties, enhancing regional accessibility and environmental quality.
- Community Value Enhancement: Giant Containers will deliver foundational infrastructure and community-oriented amenities aimed at improving safety and long-term durability, thereby providing lasting environmental, economic, and community value across northern New Jersey.
- Sustainability Commitment: Olenox Industries focuses on infrastructure solutions that combine environmental responsibility with engineering expertise, driving the development of sustainable infrastructure to ensure equitable access to open spaces.
- Project Engagement: Giant Containers has been retained by a leading electric vehicle company to design and deliver modular buildings across multiple U.S. locations, aimed at supporting the client's ongoing expansion to meet rising consumer demand and infrastructure needs.
- Design and Delivery: The project scope includes multiple custom steel modular buildings, with Giant Containers providing integrated design-build services to ensure consistency, speed to market, and alignment with sustainability standards across all sites.
- Infrastructure Demand: As EV adoption accelerates, the need for resilient, modular, and energy-efficient site solutions becomes critical, underscoring Giant Containers' position as a trusted partner for next-generation infrastructure, according to the CEO.
- Future Outlook: Work is expected to commence in the coming months, with phased delivery aligned to the client's national expansion schedule, as Giant Containers focuses on reducing construction timelines and supporting sustainable development objectives.
- Debt-to-Equity Conversion: Olenox CEO Michael McLaren has executed a settlement agreement to convert his convertible promissory note into common shares, fully settling the note's balance, which reflects the company's proactive approach to optimizing its capital structure.
- Preferred Share Exchange: Olenox also executed an agreement with McLaren to exchange 39,000 shares of Series A Preferred Shares for 585,000 restricted common shares, resolving all claims related to the preferred shares while enhancing shareholder value in the long term.
- Management Confidence: CFO Tricia Kaelin stated that this transaction conveys the CEO's commitment to the company and his vision for the future, further bolstering investor confidence in Olenox's growth prospects.
- Transparency and Compliance: The full terms of the settlement agreements were disclosed in a Form 8-K filing published on February 18, 2026, ensuring the company's transparency and compliance with regulatory requirements.

Agreement Overview: Olenox Industries has reached an agreement that resolves all claims related to its series of preferred shares.
Claims Resolution: The settlement effectively addresses and concludes any outstanding issues or disputes concerning the preferred shares.







