Ecoark Holdings Announces Agreement to Sell Banner Midstream Oilfield Services Business

Rhea-AI Summary

Ecoark Holdings (NASDAQ: ZEST) has announced a definitive agreement to divest its subsidiary, Banner Midstream Corp, through a reverse merger with Enviro Technologies US (OTC: EVTN). The deal involves Enviro issuing 12,996,958 shares to Ecoark for 100% ownership of Banner, resulting in 70% retained ownership for Ecoark. The merger requires regulatory approvals and will be followed by a 4:1 forward stock split of Enviro shares. Banner reported $18.75 million in revenue for the year ending March 31, 2022. This acquisition is positioned as a strategic move to enhance shareholder value.

Positive

• Banner Midstream Corp reported $18.75 million in revenue for the year ending March 31, 2022.
• Ecoark retains 70% ownership of Banner post-merger, which may provide long-term financial benefits.
• The merger with Enviro Technologies is expected to enhance shareholder value through the operational capabilities of Banner.

Negative

• The completion of the merger is subject to various regulatory approvals, which may introduce delays.
• Potential risks include unanticipated issues in closing the Banner acquisition or delays in the registration of the planned stock dividend.

Oil and gas services subsidiary in a reverse merger by an existing industrial services public company, Enviro Technologies US

SAN ANTONIO, Aug. 24, 2022 (GLOBE NEWSWIRE) -- Ecoark Holdings, Inc. (“Ecoark” or the “Company”) (NASDAQ: ZEST) today announced the execution of a definitive agreement to divest its wholly-owned subsidiary, Banner Midstream Corp (“Banner”), via a reverse merger into the company, Enviro Technologies US, Inc. (“Enviro”) (OTC: EVTN). Enviro will issue 12,996,958 shares to Ecoark in exchange for 100% of the issued and outstanding common stock of Banner to result in a 70% retained ownership for Ecoark at closing. Ecoark intends to effect a 4:1 forward stock split of Enviro to allow for an approximately 1-to-1 stock dividend of Enviro to Ecoark’s shareholders of a future to be determined record date. The closing of the transaction is subject to various regulatory filings required for reverse mergers which filings will commence following the closing . Additional details on the transaction will be provided at a future date via a Form 8-K to be filed by the Company with the definitive agreement and other transaction documents.

“We are excited for our shareholders to be able to acquire an operating business such as Banner which recorded $18.75 million in revenues for its most recently completed year-end on March 31, 2022,” stated John DiBella, CEO of Enviro. “We believe this acquisition is the first step of fulfilling our goal to enhance our shareholders value. I plan to stay involved as an advisor to the Company following the closing of the transaction to work with Banner’s executive team to work to continue to monetize Enviro’s existing water separation technology.”

“We scanned the majority of the market for OTC businesses open to reverse mergers and we were fortunate to be able to find an operating, current reporting industrial services business to acquire Banner,” stated Randy May, CEO of Ecoark. “This acquisition is the first step in Ecoark’s goal of building Banner into an attractive oilfield services company, which will permit Ecoark to distribute its Enviro common stock to Ecoark’s shareholders.”

About Ecoark Holdings, Inc.

Founded in 2011, Ecoark is a diversified holding company. Ecoark owns four principal subsidiaries: Banner, Fortium Holdings, Inc., Zest Labs, Inc. (“Zest Labs”) and approximately 89% of Agora Digital Holdings Inc. (“Agora”). Banner provides trucking and other services for oil and gas services companies, Fortium owns White River Holdings Corp., an oil and gas drilling company, Zest Labs, offers the Zest Fresh™ solution, a breakthrough approach to quality management of fresh food, is specifically designed to help substantially reduce the $161 billion amount of food loss the U.S. experiences each year and Agora engaged in the mining of Bitcoin prior to the sell off vindustry through its subsidiary, Bitstream Mining LLC.

ZEST FRESH™ and Zest Labs™ are trademarks of Zest Labs, Inc.

About Enviro Technologies, Inc.:

Enviro Technologies, Inc., a Florida corporation founded as a high precision manufacturer for various industries including aerospace and automotive, manufactures the V-Inline Separator. The V-Inline is a unique inline turbo-separator that provides a cost effective method to efficiently separate large volumes of solids and liquids and without the need of a pressure drop. The V-Inline requires less space, energy and weight than conventional separators processing the same volume. EVTN incorporates the V-Inline to design wastewater systems to treat a wide range of contaminated fluid streams for various industries.

Please see www.evtn.com for additional information.

Cautionary Note on Forward-looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements related to the closing of the Banner acquisition and the spin-off to Ecoark shareholders., The words “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “could,” “target,” “potential,” “is likely,” “will,” “expect” and similar expressions, as they relate to us, are intended to identify forward-looking statements. These statements are based on management’s current expectations and beliefs, as well as a number of assumptions concerning future events. Such forward-looking statements are subject to known and unknown risks, uncertainties, assumptions, and other important factors, such as market and other conditions, many of which are outside management’s control. Additional factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. Among the risks that may affect these forward-looking statements are unanticipated issues in closing the Banner acquisition, , delays in registration of the planned stock dividend, and receipt of necessary shareholder approval. Additional risks and uncertainties are identified and discussed in Ecoark’s filings with the SEC, including the Annual Report on Form 10-K for the fiscal year ended March 31, 2022. Any forward-looking statement made by us herein speaks only as of the date on which it is made. Additional factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.

Contact:

Investor Relations:
Marc Silverberg, ICR
Brian McBride, Ecoark
1-800-762-7293
investorrelations@ecoarkusa.com

FAQ

What is the latest news about Ecoark Holdings (ZEST) and its merger with Enviro Technologies?

Ecoark Holdings announced a definitive agreement to divest its subsidiary, Banner Midstream Corp, through a reverse merger with Enviro Technologies US, which will involve a share issuance and a future stock split.

How much revenue did Banner Midstream Corp generate in its last financial year?

Banner Midstream Corp reported $18.75 million in revenue for the fiscal year ending March 31, 2022.

What percentage of Banner will Ecoark retain after the merger?

Ecoark will retain a 70% ownership stake in Banner Midstream Corp following the merger.

What are the potential risks associated with the merger of Ecoark Holdings (ZEST) and Enviro Technologies?

Risks include regulatory approval delays and potential unanticipated issues during the closing of the merger.