BitNile Says 'Upon completion of the spin-offs BitNile will have distributed substantially all of its nearly $600 million assets to its shareholders'

Author: Bill Haddad | September 09, 2022 05:03am

TurnOnGreen and Gresham Worldwide are now publicly traded companies. BitNile intends to have Ault Alliance become a publicly reporting holding company focused on Bitcoin mining, data center operations, lending, activist investing, oil exploration, and real estate whereas BitNile will focus on a new Bitcoin marketplace platform

Upon completion of the spin-offs BitNile will have distributed substantially all of its nearly $600 million assets to its shareholders

BitNile Holdings, Inc. (NYSE:NILE), a diversified holding company ("BitNile" or the "Company") today announced plans that will upon completion result in its having separated into four public companies. The Company will host a conference call at 2:00 PM Pacific Time on Monday, October 17, 2022 to provide additional information on the planned spin-offs of the Company's subsidiaries, summarized below:

• TurnOnGreen, Inc., an electric vehicle charging and power solutions company, became a publicly traded company on September 6, 2022 pursuant to its acquisition by Imperalis Holding Corp. (OTC:IMHC), a publicly traded subsidiary of BitNile that intends to change its name to TurnOnGreen, Inc. as soon as practicable ("TurnOnGreen");
• Gresham Worldwide, Inc. ("GWW"), a global provider of proprietary, purpose-built electronic solutions to militaries and leading defense companies, among other products, became a publicly traded company on September 8, 2022 pursuant to closing of a share exchange agreement with Giga-tronics Incorporated ("GIGA") (OTCQB:GIGA);
• Ault Alliance, Inc. ("Ault Alliance"), a diversified holding company focused on Bitcoin mining, data center operations, commercial lending, activist investing, oil exploration, hotel operations and other commercial real estate holdings, is intended to become a public reporting company in the first half of 2023; and
• BitNile will after the planned spin-offs retain sufficient capital to continue development of a new Bitcoin marketplace platform to be discussed on the October 17, 2022 conference call.

The spin-offs, whether completed or planned, will upon completion result in the distribution of substantially all of the Company's nearly $600 million assets to its shareholders, who will become owners of four public companies.

BitNile believes that these companies, as separate public entities, will be better positioned to deliver long-term growth and maximize stockholder value. Each business is expected to benefit from increased operational focus, independent capital allocation based on the needs of the businesses, dedicated and focused boards of directors as well as management teams and compelling investment profiles that will appeal to investors with distinct interests.

Regarding TurnOnGreen, as previously announced, the Company anticipates setting a record date whereby stockholders of BitNile will receive a dividend of securities of TurnOnGreen. BitNile expects to distribute to its stockholders approximately 140 million shares of TurnOnGreen common stock and warrants to purchase an additional 140 million shares of TurnOnGreen common stock, subject to regulatory approval and compliance with U.S. federal securities laws. The Company plans to cause TurnOnGreen to apply to have the warrants publicly traded.

The Company plans to have Ault Alliance become a public reporting company in the first half of 2023. The capital structure, leadership team and board of directors will be determined and announced at a later time. The proposed spin-off to stockholders is subject to the satisfaction of customary conditions, including approval by the Company's board of directors, private letter rulings from the Internal Revenue Service and/or tax opinions from counsel, and the filing and effectiveness of a Form 10 registration statement with the U.S. Securities and Exchange Commission.

The Company's Founder and Executive Chairman, Milton "Todd" Ault, III said, "I could not be more excited about the Company's portfolio of businesses. This is a seminal moment for our Company. We believe that our strategic plan will be transformational, allowing each company to grow while focusing on its respective core strengths, providing stockholders the ability to realize the full potential of each separate company. Our goal is to distribute to our stockholders our holdings in TurnOnGreen, GWW/GIGA and Ault Alliance, such that one day each stockholder will own common stock in four public companies rather than merely BitNile."

Posted In: GIGA IMHC NILE