Banner Midstream Corp. entered into a non-binding letter of intent to acquire Enviro Technologies U.S., Inc. (OTCPK:EVTN) in a reverse merger transaction on August 11, 2022. Banner Midstream Corp.

executed a definitive agreement to acquire Enviro Technologies U.S., Inc. for $1.5 million in a reverse merger transaction on August 23, 2022. Under the terms of agreement, the acquisition is an all-stock transaction. 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 EcoarkÆs shareholders of a future to be determined record date. Upon the successful closing of all transaction, Ecoark plans to move forward with the acquiring companies to have registration statements filed to register the underlying shares of common stock for each series of common or preferred stock. Any party terminating this agreement, will pay a termination fee of $50,000.

At the Closing, the Board of Directors of Enviro shall fix the number of directors of Enviro at four and shall appoint two individuals designated by Banner Midstream to serve on the Board of Directors. The closing of the transaction is subject to various regulatory filings required for reverse mergers which filings will commence following the closing, Banner Midstream shall have at least five hundred thousand dollars ($500,000) in cash in its bank accounts, all statutory requirements shall have been fulfilled, up to and including the closing date, Enviro shall have maintained its quotation on the OTC Pink Market, Banner Midstream shall have delivered to Enviro its unaudited financial statements and other customary closing conditions. The transaction is expected to close on or before September 9, 2022.

Ross D. Carmel of Carmel, Milazzo & Feil LLP acted as legal advisor to Banner Midstream Corp. Brian Pearlman of Nason, Yeager, Gerson, Harris & Fumero, P.A. acted as legal advisor to Enviro Technologies.