H2 Energy Group Inc. completed the acquisition of Victory Oilfield Tech, Inc. in a reverse merger transaction.
January 31, 2023
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H2 Energy Group Inc. entered into a letter of intent to acquire Victory Oilfield Tech, Inc. (OTCPK:VYEY) in a reverse merger transaction on October 4, 2022. H2 Energy Group Inc. entered into an agreement and plan of merger to acquire Victory Oilfield Tech, Inc. for approximately $120 million in a reverse merger transaction on July 25, 2023. Each share of H2EG Capital Stock issued and outstanding immediately prior to the Effective Time, subject to and upon the terms and conditions set forth in this Agreement, will be cancelled and extinguished and be converted automatically into the right to receive shares of Victory Common Stock, after which the H2EG Stockholders will own, in the aggregate, 70% of the issued and outstanding Victory Common Stock on a fully-diluted basis, Victory Stockholders will own, in the aggregate, 15% of the issued and outstanding Victory Common Stock on a fully-diluted basis, and investors in the Financing will own, in the aggregate, 15% of the issued and outstanding Victory Common Stock on a fully-diluted basis. Each share of H2EG?s Capital Stock issued and outstanding immediately prior to the Effective Time, subject to and upon the terms and conditions set forth in the Merger Agreement, was cancelled and extinguished and converted automatically into the right to receive 418,822,708 shares of Victory?s Common Stock. The H2EG Stockholders will own 81% of Victory?s issued and outstanding Common Stock immediately upon Closing.
The Merger Agreement is subject to customary closing conditions, including, without limitation, the completion of accounting and legal due diligence investigations; the receipt of all authorizations and consents; receipt third party consents; execution of Lock-Up agreements, execution of employment agreement with Kevin DeLeon and delivery of all opinions and documents required for the transfer of the equity interests of VYEY to H2EG?s shareholders. The transaction has been unanimously approved by the boards of directors of both companies and is expected to close in the fourth quarter of 2023, subject to customary closing conditions.
H2 Energy Group Inc. completed the acquisition of Victory Oilfield Tech, Inc. (OTCPK:VYEY) in a reverse merger transaction on January 1, 2024.
Victory Clean Energy, Inc., formerly Victory Oilfield Tech, Inc., is a green hydrogen energy company. It is engaged in developing and implementing clean, sustainable low-cost energy solutions with applications across various industries, including transportation, power generation, and industrial processes. Its TrueGreen Hydrogen production solutions provide clean, reliable, and cost-effective energy sources to a diverse range of clients. TrueGreen Hydrogen focuses on decarbonization in heavy transportation and industrial hydrogen markets. Its hydrogen production technology uses completely sustainable and renewable biomass to produce green hydrogen. Its Net Zero Energy Group specializes in providing sustainable and renewable energy solutions, offering both hydrogen energy solutions derived from renewable sources and completely sustainable prime power generated from biomass. Its Biomass Development Group, LLC, specializes in the cultivation, processing, and distribution of biomass.