Clone Algo Technologies, Inc. Announces Execution of Definitive Merger Agreement with ECO Integrated Technologies, Inc.

LAGUNA NIGUEL, CA / ACCESSWIRE / October 5, 2022 / Clone Algo Technologies, Inc. ("Clone Algo") (OTC PINK:CATI) announced today that on September 12, 2022, it entered into a definitive merger agreement with ECO Integrated Technologies Inc., a privately held Delaware corporation ("ECO Integrated"). Pursuant to the Merger Agreement, a wholly-owned subsidiary of Clone Algo ("Merger Sub") will be merged with ECO Integrated and will thereafter be a wholly-owned subsidiary of Clone Algo. The Merger Agreement and the transactions contemplated there in have been approved by each of the board of directors of Clone Algo and ECO Integrated entered into September 12, 2022. The Merger is expected to be consummated by the second quarter of 2023 subject to stockholder approval and the satisfaction of certain other customary closing conditions, including the filing and declaration of effectiveness of a Registration Statement on Form S-4 registering the shares of Clone Algo's common stock issuable to the shareholders of ECO Integrated.

ECO Integrated Technologies holds a controlling ownership interest in Clone Algo through a June 2022 cash acquisition of shares of Clone Algo common stock. Jess Rae Booth is the President and Chief Financial Officer of Clone Algo and a member of its board of directors. Mr. Booth is also the Chief Executive Officer and a member of the board of directors of ECO Integrated. Mr. Booth is also the sole director and officer of the Merger Sub.

Pursuant to the Merger Agreement, on the closing of the merger (the "Effective Time"), Merger Sub will merge with and into ECO Integrated such that ECO Integrated is the Surviving Company (the "Surviving Company"). At the Effective Time, each share of common stock of Merger Sub that was outstanding immediately prior to the Effective Date shall by virtue of the Merger be converted into the right to receive one share of common stock of the Surviving Company so that at the Effective Time Clone Algo shall be the holder of all the issued and outstanding shares of the Surviving Company. Additionally, at the Effective Time, each share of common stock beneficially owned by the stockholders of ECO Integrated shall by virtue of the Merger be converted into one share of the common stock of Clone Algo. In addition, all shares of Clone Algo held by ECO Integrated prior to the Effective Time will be cancelled and returned to the treasury of Clone Algo at the Effective Time. At the Effective Time there shall be no outstanding options or warrants to purchase ECO Integrated's common stock. At the Effective Date, the outstanding convertible promissory notes of ECO Integrated shall not exceed $500,000 which shall be assumed by Clone Algo and the holder thereof shall have the right to receive Clone Algo common stock upon the conversion of the promissory note, provided, however, pursuant to the Merger Agreement, ECO Integrated shall use its best efforts to convert the full amount of the promissory notes into shares of ECO Integrated's common stock. As of September 30, 2022, ECO Integrated has converted $4,592,741 of promissory notes including accrued and unpaid interest into 12,973,980 shares of ECO Integrated common stock at an average conversion price of $0.3540 per share. As of June 30, 2022, the amount of outstanding ECO Integrated's Convertible Notes was $4,019,662 in principal and $623,331 in accrued and unpaid interest for a total debt of $4,642,993 which is convertible into 13,046,579 shares of the ECO Integrated's Common Stock at an average conversion price of $0.3559 per share.