PORTLAND, Ore., July 25,
2022 /PRNewswire/ -- Schmitt Industries, Inc.
(NASDAQ: SMIT) (the "Company" or "Schmitt") in response to certain
questions regarding the announcement of the potential reverse
merger (the "Merger") with Proton Green, LLC ("Proton Green") and
the spin-off of Schmitt's Ample Hills business (the "Spin-Off") is
issuing this press release to provide additional context on the
potential transaction.
Michael Zapata, Chairman of the
Board, President and CEO of Schmitt Industries commented, "We are
excited to announce this potential reverse-merger with Proton Green
as we continue to seek paths to maximize value for Schmitt
shareholders. The board has evaluated numerous opportunities
with various partners in recent months and we believe
this potential business combination with Proton Green is the
optimal path to continue driving value creation for our combined
shareholders and stakeholders.
Zapata continued: "Our recent monetization of real estate
assets and consideration of business line divestitures laid
the groundwork for this transaction. In connection with this
potential transaction, we expect to spin-off the Ample Hills
business to current shareholders, giving our investors a pure play
and well-capitalized Ample Hills company, while also providing
ownership in Proton Green at an attractive valuation. We see both
companies as being in the early innings of their growth trajectory.
If we enter into a definitive agreement, we will provide
further details on financial metrics, structure, and timing of the
transaction."
Completion of the Merger is subject to the negotiation of a
definitive merger agreement and related documentation, approval of
the Merger and issuance of shares related to the Merger by
Schmitt's Board of Directors and shareholders, approval of the
continued listing by Nasdaq of Schmitt common stock on the Nasdaq
Capital Market on a post-Merger basis (which is anticipated to
require raising additional financing in connection with the closing
of the Merger), the completion of due diligence to the satisfaction
of the parties, financing and satisfaction of other conditions that
are to be negotiated as part of the merger agreement. Accordingly,
there can be no assurance that a merger agreement will be entered
into or that the proposed Merger will be consummated. Further,
readers are cautioned that those portions of the term sheet that
describe the proposed Merger, including the consideration to be
issued therein, are non-binding and provide no guarantee that a
transaction will be completed. Accordingly, there can be no
assurance that Schmitt's efforts to consummate the transactions
contemplated by the term sheet will be successful.
About Schmitt Industries
Schmitt Industries, Inc., founded in 1987, designs, manufactures
and sells high precision test and measurement products, solutions
and services through its Acuity® and Xact® product lines. Acuity
provides laser and white light sensor distance measurement and
dimensional sizing products, and our Xact line provides
ultrasonic-based remote tank monitoring products and related
monitoring revenues for markets in the Internet of Things
environment. The Company also owns and operates Ample Hills
Creamery, a beloved ice cream manufacturer and retailer based in
Brooklyn, NY.
About Proton Green
Proton Green, LLC, is a producer of helium and hydrogen, and is
building out its position as a large carbon sequestration operator
in North America. With operating
control over the St. Johns Field, a 152,000 acre property in Apache
Country, Arizona, Proton Green
controls a helium reservoir and carbon storage basin. Helium
remains in short supply and is used to cool magnets in MRI systems,
as the temperate of silicon during semiconductor manufacturing, for
space and satellite system applications, as well as in many other
critical technologies. Carbon capture and sequestration is fast
becoming a climate imperative, and Proton Green has the ability to
inject up to 22 million metric tons of CO2 per year at
its primary basin, and over one billion tons of total storage
capacity. For more information, please see Proton Green's
website at: www.protongreen.com.
Safe Harbor Statement
This document may contain forward-looking statements made
pursuant to the Private Securities Litigation Reform Act of 1995.
These statements are not guarantees of future performance and
involve risks and uncertainties that are difficult to predict.
Actual outcomes and results may differ materially from what is
expressed or forecasted in such forward-looking statements due to
numerous factors. The forward-looking statements in this press
release speak only as of the date of this press release. Schmitt
expressly disclaims any obligation or undertaking to release
publicly any updates or revisions to such statements to reflect any
change in its expectations with regard thereto or any changes in
the events, conditions or circumstances on which any such statement
is based. A complete discussion of the risks and uncertainties that
may affect Schmitt's business, including the business of its
subsidiary, is included in "Risk Factors" in the Company's most
recent Annual Report on Form 10-K as filed by the Company with the
Securities and Exchange Commission.
Media & Investor Contacts:
Schmitt Industries
Michael R. Zapata, Chairman, President and
CEO
Philip Bosco, CFO and
Treasurer
(503) 227-7908
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SOURCE Schmitt Industries, Inc.