PCB Financial (NASDAQ: PCB) Merges with Northern California Bancorp and its Monterey County Bank

PCB Financial, Inc. ("PCB") and Northern California Bancorp, Inc. ("NCB") jointly announce today the completion of a transaction under which the two entities have merged. NCB and its wholly owned subsidiary Monterey County Bank ("MCB") are now wholly owned subsidiaries of PCB. The financial details of the merger were not disclosed, and shareholders of NCB will receive cash and/or stock in PCB as part of the transaction.

"This is a really exciting time for Monterey County Bank and the businesses we serve," said Charles Chrietzberg, longtime chairman and CEO of Monterey County Bank. "Together with this new team, we'll be able to offer our clients and the business community more resources and banking products to help their businesses grow. We will always be a bank who puts our community first, and this transaction brings the right capital and leadership to strengthen our ability to support this great community of businesses."

The merger transitions NCB and Monterey County Bank into a privately held bank owned by a limited number of shareholders, and its shares are no longer publicly traded. Chrietzberg, who led the bank for more than 30 years, has retired as CEO and from chairing the Board. PCB will form a new board as well as a new advisory board, and has named Chrietzberg chairman of the advisory board where he will maintain his relationships and support the future growth of the bank.

"We have been looking for the right opportunity to invest in a bank where we can make a difference for its clients," said Anand Gala, chairman and CEO of PCB Financial. "We have the team, the resources and the experience to build on the best part of Monterey County Bank and empower the businesses in the community."

In the first few weeks after the merger, Monterey County Bank will significantly increase its lending limits, offer loans on investment properties and owner-occupied buildings, introduce new lines of credit and other short-term working capital solutions, and roll out new treasury products including remote deposit capture.

"We want to move quickly to provide the businesses in the community more of what they need," said Gala. "This initial product roll out will make a big impact for businesses, and give our new team the opportunity to strengthen relationships with clients and other members of the community while they learn how else we can customize our solutions to their needs."

PCB has appointed new leadership to lead strategic growth at the bank while supporting the needs of the community. PCB has named a new chief executive officer, Bill Wilson who is a Northern-California native with 40 years in banking and finance, and specializes in using bank products to help small businesses grow. PCB also installed Brian Constable as the new chief credit officer who brings 36 years of community banking experience with a unique ability to customize bank products to client needs. Lastly, PCB has appointed John Shindler as chief financial officer who brings nearly 30 years of experience in stabilizing and growing community banks.

"Together, we will leverage our combined experience to help move businesses and community organizations forward in the region," said Chrietzberg. "Monterey County Bank will become a more strong, nimble and customizable banking partner for the community and I'm excited to work alongside this team."

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Bitfarms (Nasdaq/TSX: BITF) ?to Acquire Stronghold Digital Mining

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Bitfarms Ltd. (Nasdaq/TSX: BITF) (“Bitfarms”), a global vertically integrated Bitcoin data center company, and Stronghold Digital Mining, Inc. (Nasdaq: SDIG) (“Stronghold”) have entered into a definitive merger agreement (the “Merger Agreement”) under which Bitfarms will acquire Stronghold in a stock-for-stock merger transaction (the “Transaction”). The Transaction is valued at approximately US$125 million equity value plus the assumption of debt valued at approximately US$50 million.

Stronghold is a vertically integrated crypto asset mining company focused on mining Bitcoin and environmental remediation and reclamation services. As of June 30, 2024, Stronghold has a hashrate of 4.0 EH/s and 165 MW of current nameplate generated power capacity, with the potential to bring its hashrate to approximately 10 EH/s in 2025 with fleet upgrades. In addition, Stronghold has 142 MW of current Pennsylvania-New Jersey-Maryland Interconnection (PJM) import capacity and provides a path to import as much as 790 MW of incremental potential power beyond 2025.

Stronghold owns over 750 acres of land with options on over 1,100 additional acres along with two merchant power plants: the Scrubgrass and Panther Creek Facilities in Pennsylvania. These two power plants are recognized by Pennsylvania as a Tier 2 Alternative Energy Source (the same category as large-scale hydro) for their proven and significant environmental benefits. Stronghold’s footprint also has access to the strategically valuable PJM grid, the largest wholesale electricity market in the U.S., and, subject to regulatory approvals, the ability to import 142 MW of power from this source. This strategic location within the PJM region creates significant opportunity for the combined company to both generate and utilize competitively priced and flexible grid power that can be used for Bitcoin mining, energy trading and HPC/AI. Together, in coordination with the Pennsylvania Department of Environmental Protection, these facilities remove hundreds of thousands of tons of mining waste and convert it into power through a highly specialized process.

The Transaction could add up to 307 MW of power capacity and is expected to put Bitfarms on track to increase its energy portfolio to over 950 MW by year-end 2025. There are multiple studies underway to potentially increase the total import capacity with an additional 648 MW beyond 2025 as well as numerous opportunities to leverage Bitfarms’ proven expertise to successfully enhance energy efficiency and hashrate and merge HPC/AI with Bitcoin mining operations.

Ben Gagnon, Chief Executive Officer of Bitfarms, said, “After three years of ongoing discussions, I am proud to announce this transformative acquisition, which is a decisive step in securing a strong future for Bitfarms. With this transaction, we expect to expand and rebalance our energy portfolio to 950 MW with nearly 50% in the U.S. by the end of 2025 and have visibility on multi-year expansion capacity up to 1.6 GW with approximately 66% in the U.S., up from approximately 6% today. By vertically integrating with power generation, expanding our energy trading capabilities and securing two high potential sites for HPC/AI with significant multi-year expansion potential, we are executing our strategy to diversify beyond Bitcoin mining to create greater long-term shareholder value.”

“Having mined over 25,000 Bitcoin with renewable energy to date, Bitfarms is also extending its environmental leadership with the acquisition of these reclamation facilities. Stronghold has reclaimed thousands of acres of toxic waste, reducing the environmental footprint of historical mining activities and eliminating acid mine drainage that has been contaminating U.S. waterways since the 1800’s. Additionally, Stronghold’s Carbon Capture Projects have the potential to capture over 60,000 tons of carbon dioxide annually, providing Bitfarms additional revenue and making it one of the largest potential carbon capture projects globally,” said Arnold Lee, Director of Sustainability at Bitfarms.

Gregory Beard, Chief Executive Officer, President and Chairman of Stronghold, said, “We have been in conversation with Bitfarms for a long time. Having received and reviewed numerous bids in our Strategic Alternatives Review process, we believe that we found the ideal partner. Bitfarms has the vision and financial fortitude to unlock the value of Stronghold’s assets, and, given the accretion and future growth of the combined business, we are pleased that our shareholders will have the opportunity to participate in the significant upside potential. We look forward to leveraging Bitfarms’ operational expertise and proprietary data analytics system to further optimize our sites and return once-blighted land to local communities. I am confident that this combination is a unique opportunity to maximize value for the shareholders of both companies.”

Transaction Details

The Transaction has been unanimously approved by the Boards of Directors of both companies and is expected to close in the first quarter of 2025, subject to the receipt of Stronghold shareholder approval, applicable regulatory approvals, certain third-party consents and other customary closing conditions. Upon closing, Mr. Beard will contribute to the combined company in an advisory capacity.

Under the terms of the Merger Agreement, Stronghold shareholders will receive 2.52 shares of Bitfarms for each share of Stronghold they own, representing consideration per share of U.S. $6.02 and a 71% premium to the Stronghold 90-day volume-weighted average price on Nasdaq as of August 16, 2024. At close, Stronghold shareholders are expected to own just under 10% of the combined company, based on the current issued and outstanding shares of each company.

The Transaction delivers compelling transaction economics while achieving an estimated $10 million in annual run-rate cost synergies.

Investor Conference Call

Bitfarms and Stronghold will conduct a conference call with investors to discuss the Transaction today, August 21, 2024, at 8:30am ET. An accompanying presentation will be accessible before the call on the Investor website and can be accessed here.

Participants may join by calling: 888-506-0062 (domestic), or 973-528-0011 (international), and should do so 10 minutes prior to the start time. Participants will be greeted by an operator and asked for the access code, which is 570343. If you do not have the code, then you may reference the Bitfarms and Stronghold acquisition conference call.

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