Core Viewpoint - Innovation Beverage Group Ltd (IBG) has announced a non-binding letter of intent for a merger with BlockFuel Energy Inc (BFE), aiming to combine beverage development with energy solutions for bitcoin mining and data centers [1][2]. Group 1: Merger Details - The merger will be structured as a reverse triangular merger, with a newly formed subsidiary of IBG merging into BFE, making BFE the surviving entity [2]. - BFE's owners will receive IBG common stock equal to 90% of the total issued shares of IBG post-transaction [2]. - Daniel Joseph Lanskey, current President and CEO of BFE, is expected to become Chairman and CEO of IBG, while Sahil Beri will transition to President of a new Australian beverage subsidiary [2]. Group 2: Valuation and Financial Implications - The post-merger equity valuation of the combined company is projected to be between US$220 million and US$343 million [3]. - Shareholders of IBG will own 10% of the combined entity, implying a post-transaction equity value for IBG of US$22 million to US$34.3 million, compared to a pre-transaction valuation of US$2.9 million to US$6.3 million [3]. Group 3: Strategic Partnerships - BFE has engaged Needham & Company as its investment banking partner for the merger [4]. Group 4: Company Backgrounds - IBG is a developer and marketer of a diverse beverage portfolio with 60 formulations across 13 brands, focusing on premium products [7]. - BFE specializes in oil and gas exploration, utilizing natural gas for power generation to support bitcoin mining and data centers, aiming to innovate within the energy sector [9].

Core Viewpoint - Innovation Beverage Group Ltd (IBG) has announced a non-binding letter of intent for a merger with BlockFuel Energy Inc (BFE), which combines oil and gas exploration with power generation for bitcoin mining and data centers [1][2]. Company Overview - IBG is a developer, manufacturer, and marketer of a beverage portfolio with 60 formulations across 13 brands, focusing on premium and super premium categories [8]. - BFE specializes in oil field exploration and development, utilizing natural gas for power generation to support bitcoin mining and high-performance data centers [9]. Merger Structure - The merger will be structured as a reverse triangular merger, with IBG's newly formed subsidiary merging into BFE, making BFE the surviving entity [2]. - BFE's owners will receive IBG common stock equal to 90% of the total issued shares post-transaction [2]. Leadership Changes - Upon closing, Daniel Joseph Lanskey, current President and CEO of BFE, is expected to become Chairman and CEO of IBG, while Sahil Beri will transition to President of a new Australian beverage subsidiary [2]. Valuation Insights - The post-merger equity valuation for the combined company is projected to be between US$220 million and US$343 million, implying an equity value for IBG of US$22 million to US$34.3 million, compared to its pre-transaction valuation of US$2.9 million to US$6.3 million [3]. Investment Banking Partnership - BFE has engaged Needham & Company as its investment banking partner for the transaction [5]. Transaction Conditions - The letter of intent is non-binding and subject to due diligence, regulatory approvals, and stockholder approvals from both companies [6].

Company Overview - Innovation Beverage Group Ltd (IBG) is an innovative developer, manufacturer, and marketer of a beverage portfolio consisting of 60 formulations across 13 alcoholic and non-alcoholic brands [5] - The company focuses on premium and super premium brands, aiming to disrupt established market leaders, with its most successful brand being Australian Bitters [5] - IBG was established in 2018 and is headquartered in Sydney, Australia, with a U.S. sales office in California [5] Reverse Stock Split Announcement - IBG announced a five-for-one reverse stock split of its ordinary shares, effective at 12:01 a.m. Eastern Time on September 26, 2025 [2] - Following the reverse stock split, the number of ordinary shares will decrease from 11,613,489 to 2,322,698 [2] Nasdaq Compliance Issues - On August 29, 2025, IBG received a Nasdaq Staff Delisting Determination Letter indicating non-compliance with Nasdaq Listing Rule 5550(a)(2) [3] - The company has requested a hearing before the Nasdaq Hearings Panel, which is scheduled for October 2025, and this request has stayed any suspension or delisting actions pending the hearing outcome [3]