CleanSpark, Inc. (OTC: CLSK), a leader in microgrid technology and distributed energy resource management, has officially announced the completion of its acquisition of Pioneer Critical Power, Inc. (PCPI) from Pioneer Power Solutions, Inc. (NASDAQ: PPSI). This strategic move, finalized on January 23, 2019, marks CleanSpark’s entry into the switchgear equipment sales industry and significantly strengthens its intellectual property portfolio within the pioneer critical power landscape.
This acquisition grants CleanSpark sole ownership of PCPI’s valuable intellectual property, paving the way for the company to manufacture and sell switchgear equipment. Furthermore, CleanSpark has inherited existing contracts projected to generate approximately $3.6 million in gross sales in early 2019. As part of the agreement, Pioneer Power Solutions has committed to a four-year non-compete and non-solicitation agreement, ensuring CleanSpark can firmly establish its presence in the pioneer critical power sector. PPSI has also provided an Indemnity Agreement for certain contingencies.
Alt text: Pioneer Power Solutions facility exterior, highlighting their manufacturing partnership with CleanSpark for critical power equipment.
To ensure seamless operations and efficient production, CleanSpark has also entered into a Contract Manufacturing Agreement with Pioneer Power Solutions. This agreement stipulates that Pioneer Power will exclusively manufacture parallel switchgears, automatic transfer switches, and related control and circuit protective equipment for CleanSpark for a minimum of eighteen months. This strategic partnership allows CleanSpark to leverage Pioneer Power’s manufacturing expertise without the substantial capital investment typically associated with operating a manufacturing facility.
“This acquisition is a pivotal step for CleanSpark, allowing us to broaden our intellectual property assets and secure considerable revenue streams,” stated Zachary Bradford, President and CFO of CleanSpark. “By acquiring Pioneer Critical Power, Inc., we gain access to a robust customer base, essential intellectual property, and a comprehensive UL (Underwriters Laboratories) file portfolio. We anticipate substantial benefits from both current and future revenues, all while mitigating the risks associated with heavy capital expenditures in manufacturing infrastructure. Consequently, the previous agreement between CleanSpark and PPSI concerning the acquisition of Pioneer Custom Electrical Products has been mutually terminated.”
The assets acquired by CleanSpark from Pioneer Power include:
- 1,750,000 shares of CleanSpark common stock
- A 5-year warrant to purchase 500,000 shares of CleanSpark common stock at an exercise price of $1.60 per share
- A 5-year warrant to purchase 500,000 shares of CleanSpark common stock at an exercise price of $2.00 per share
Alt text: Detailed view of electrical switchgear equipment, showcasing the core products now part of CleanSpark’s critical power offerings.
CleanSpark’s core expertise lies in providing advanced technology solutions for Distributed Energy Resources (DER) and Microgrids. Their patented suite of technologies and services empowers large power users to optimize utility costs, reduce greenhouse gas emissions, and enhance energy security. CleanSpark achieves this by intelligently managing power generation and energy storage resources, while also enabling revenue generation through tenant power sales and energy market participation. CleanSpark’s technology-agnostic approach allows for the seamless integration of diverse DER technologies, maximizing returns on both new and existing investments for each specific site.
At the heart of CleanSpark’s offerings is the Microgrid Value Stream Optimizer (mVSO), a sophisticated modeling engine that delivers bankable financial proformas and turnkey project execution through a network of reputable partners. The mPulse Software and Control Suite further automates system operations, ensuring customers achieve their primary objectives effectively. mPulse integrates effortlessly with both existing and new DERs, offering scalability for future expansion. Its unique ability to learn energy usage patterns and dynamically optimize operational modes ensures maximum financial returns for customers. By intelligently coordinating electric loads, self-generation, and energy storage, mPulse significantly reduces utility costs in both the short and long term, automatically adapting to rate structure changes without disrupting normal operations. Furthermore, mPulse deployments incorporate robust cybersecurity and energy security measures, safeguarding critical loads during grid disturbances. This comprehensive approach simplifies the transition for commercial and industrial operations to leverage proven technologies and establish profitable microgrids, reducing reliance on total grid dependence and ensuring pioneer critical power solutions.
Alt text: CleanSpark mPulse software interface displaying energy management data, representing their technology’s role in critical power system control.
About CleanSpark, Inc.
CleanSpark provides cutting-edge energy software and control technologies, delivering plug-and-play enterprise solutions to address modern energy challenges. Their comprehensive services encompass intelligent energy monitoring and controls, microgrid design and engineering, microgrid consulting, and turnkey microgrid implementation. CleanSpark’s software empowers energy users to achieve both resilience and economic optimization. Its unique scalability makes it ideal for deployment across commercial, industrial, military, and municipal sectors. For more information, please visit CleanSpark’s website at http://www.cleanspark.com.
About Pioneer Power Solutions, Inc.
Pioneer Power Solutions, Inc. is a manufacturer, seller, and service provider of a wide array of specialty electrical transmission, distribution, and on-site power generation equipment. Their products and services cater to utility, industrial, commercial, and backup power markets. Pioneer’s core offerings include custom-engineered electrical transformers, low and medium voltage switchgear, and engine-generator sets and controls, supported by a nationwide field-service organization for maintenance and repair. Headquartered in Fort Lee, New Jersey, Pioneer operates from 13 locations across the U.S., Canada, and Mexico, encompassing manufacturing, distribution, engineering, sales, service, and administration. To learn more, visit Pioneer Power Solutions’ website at www.pioneerpowersolutions.com.
Forward-Looking Statements
This announcement includes forward-looking statements, identifiable by terms like “may,” “will,” “should,” “could,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” or “project.” These statements are subject to risks and uncertainties that could cause actual results to differ materially, including the completion of the asset purchase transaction, potential business disruptions, and the successful integration and realization of acquisition benefits. Investors are encouraged to review SEC filings for a comprehensive understanding of these risks. CleanSpark undertakes no obligation to update these statements.
Contacts:
CleanSpark Investor Relations:
Parker Mitchell
Regal Consulting
702-742-8991
[email protected]
Pioneer Power Solutions Investor Relations:
Brett Maas, Managing Partner
Hayden IR
(646) 536-7331
[email protected]
