Ethtry agrees USD15 million all-share combination with Dunbar Energy
Ethtry PLC on Wednesday said it has agreed to acquire Dunbar Energy Ltd and Dunbar Energy Inc, in an all-share combination that will value the combined company at USD15 million.
"This is an important transaction for Ethtry and a major step in the execution of our energy and digital strategy," Chair Mike Murphy commented. "We are proposing to combine two businesses, each of an equal USD7.5 million valuation to create a substantially larger US-focused energy and digital infrastructure platform."
Murphy said he will remain chair of the enlarged firm, with Ethtry retaining control of the board.
Ethtry is a London-based company building an ethereum treasury for investments in "breakthrough technologies". It said the deal will create an enlarged US-focused energy and digital infrastructure business.
"The proposed acquisition is fully consistent with the strategic refocus announced on [July 13]," Ethtry stated. "That announcement established a solar-led strategy which expressly encompassed associated infrastructure, data centre opportunities and investment or collaboration with third-party projects, and confirmed that due diligence was underway on a US data centre opportunity.
"The proposed acquisition represents the next stage of that disclosed US workstream...Dunbar will sit alongside and complement [Ethtry's UK solar] pipeline by adding an asset-backed US platform designed to provide reliable behind-the-meter power to digital infrastructure in a materially different planning and power market.
"The board therefore regards the acquisition as a significant acceleration and expansion of the energy and data centre strategy already communicated to shareholders, rather than a departure from it."
Ethtry said the USD15 million valuation is based on its share price and new stock that will be issued to Dunbar investors at 0.15 pence per share.
Ethtry is listed on the Aquis Stock Exchange in London with a £3.7 million market capitalisation. Its shares were untraded at 0.16p each early on Wednesday afternoon. They were last traded on Wednesday last week.
The company expects its existing shareholders and the Dunbar vendors to each own around 50% of the enlarged company upon completion of the acquisition.
The Dunbar vendors also may receive an additional 15% earn-out, although Ethtry noted that this is "entirely performance-linked, requiring sustained and substantial share-price growth and minimum market liquidity".
Also following completion, Ethtry said it intends to consider a voluntary restructuring of its existing warrants to "reduce warrant overhang, strengthen the balance sheet, simplify the capital structure and improve the company's attractiveness to institutional investors."
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