Poolin Technology PTE. Ltd - Chapter 11 Bidding Procedures Summary

Bidding Procedures Summary

Parties Involved

• Debtors: Poolin Technology Pte. Ltd.; Lonestar Dream Inc.; and Lonestar Taproot LLC
• Sellers under the Stalking Horse APAs: Lonestar Dream Inc. and Lonestar Taproot LLC
• Buyer and Stalking Horse Bidder: Thor CALAP LLC, for itself and any designees
• Thor CALAP does not share common ownership with the Debtors and is not otherwise affiliated with the Debtors or their officers and directors. The parties are represented by separate counsel.

Sale Process Background

• The Debtors filed chapter 11 petitions on July 22, 2026, following the cessation of business operations on July 10, 2026. The cases were commenced to effectuate a sale of all or substantially all of the Debtors’ assets, including assets at their two Texas digital-asset mining and equipment-hosting facilities.
• DuFrayne LLC was retained as the Debtors’ investment banker on or around Feb. 3, 2026. Beginning in March 2026, DuFrayne conducted a marketing process lasting more than three months that included:
  • Preparing an introductory teaser and confidential information memorandum and populating a confidential data room;
  • Contacting more than 330 strategic, financial, and hybrid parties, with an emphasis on participants in the AI/HPC data-center, crypto-mining, real estate investment trust, data-center infrastructure, and private-equity sectors; and
  • Coordinating management presentations and buyer inquiries and negotiating letters of intent.
• After considering multiple offers, the Debtors selected Thor CALAP’s proposals as the highest or otherwise best offers received and executed letters of intent effective July 10, 2026.
• On July 23, 2026, the Debtors filed an amended motion seeking approval of the proposed Bidding Procedures, authority to designate the Stalking Horse Bidder and to enter into the Stalking Horse APAs and provide bid protections, and approval of related sale and contract-assignment procedures.

Assets Being Sold

• The Debtors intend to sell all, substantially all, or a portion of their assets. The Tarbush and Pyote APAs collectively contemplate the sale of substantially all of the Debtors’ assets, but constitute separate and independent transactions that will proceed on their respective terms.
• Tarbush Assets include power rights and personal property, equipment, and other assets associated with the land-leased Tarbush Facility, subject to specified excluded assets.
• Pyote Assets include the Debtors’ owned Pyote real property, associated power rights, personal property, equipment, and other assets, excluding the Amended Surface Use Agreement.
• The Purchased Assets under the applicable APA also include designated assumed contracts, related insurance claims, transferable governmental permits and approvals, and copies of documents relating to the assets.
• Assets and interests identified on Exhibit C to the applicable APA are excluded. The Debtors reserve the right to sell assets to multiple Qualified Bidders in separate lots and to link Qualified Bids.
• Except for the representations and warranties expressly provided in the APAs, the Purchased Assets will be transferred “as is,” “where is,” and “with all faults.”

Stalking Horse Bid

• The Debtors and Thor CALAP entered into two APAs dated July 22, 2026:
  • Tarbush APA: $37 million in cash, plus certain assumed liabilities; and
  • Pyote APA: $15 million in cash.
• The applicable Thor CALAP bid will serve as the stalking horse bid for each asset package and is subject to higher or otherwise better offers.
• Under the proposed Bidding Procedures, Thor CALAP and each Stalking Horse Bid would automatically be deemed a Qualified Bidder and Qualified Bid, respectively.
• The proposed Bid Procedures Order would not approve the sales or authorize their consummation; that relief would be considered at the Sale Hearing.

Assumed and Excluded Liabilities

• Thor CALAP would assume and pay the Cure Costs for Assumed Contracts and any other liabilities expressly identified in writing on Exhibit D to the applicable APA.
• Exhibit D to each APA lists no additional Assumed Liabilities.
• All other liabilities would remain with the Sellers, including liabilities arising from pre-closing operations, indebtedness, taxes, legal violations, personal injury or property damage, employee obligations, transaction expenses, and other liabilities not expressly assumed.

Stalking Horse Deposits

• Tarbush APA: 5% of the purchase price, or $1.85 million, payable within five days after execution.
• Pyote APA: 5% of the purchase price, or $750,000, payable within five days after execution.
• Each deposit will be held by the Sellers’ counsel in an interest-bearing escrow account and, if the applicable sale closes, will be credited against the purchase price together with accrued interest.
• The deposits will not be treated as property of the applicable bankruptcy estate while held in escrow. Except in connection with termination by the Seller following the Buyer’s default, the Buyer is entitled to the return of the applicable deposit under the termination provisions of the APAs.

Bid Protections

• Each APA provides Thor CALAP with:
  • A break-up fee equal to 3% of the consideration payable under the applicable APA; and
  • Reimbursement of reasonable and documented out-of-pocket expenses up to $250,000 under the Tarbush APA and $150,000 under the Pyote APA.
• The bid protections are payable in specified termination or competing-transaction circumstances, subject to Bankruptcy Court approval.
• The APAs provide that the bid protections will constitute administrative expense claims under sections 503(b) and 507(a)(2) of the Bankruptcy Code, will be paid from the proceeds of a competing transaction as a condition to its closing, and will survive termination of the applicable APA.
• No bidder other than Thor CALAP may receive a break-up fee, expense reimbursement, topping fee, termination fee, or similar payment.

Due Diligence and Preliminary Bid Documents

• An interested party seeking access to the Debtors’ confidential data room must submit the following by Aug. 27, 2026, at 5 p.m. ET:
  • An executed confidentiality agreement acceptable to the Debtors;
  • Evidence of sufficient cash or noncontingent debt or equity commitments to consummate the contemplated transaction; and
  • Disclosure of any joint-bid arrangement, including the identities of participating parties and the nature of the arrangement.
• Thor CALAP is not required to submit Preliminary Bid Documents.
• The Debtors may withhold sensitive information, limit or terminate data-room access, and request additional information regarding a bidder and its proposed transaction. Failure to comply with due-diligence requests may disqualify a bidder or its bid.
• The Debtors must provide Thor CALAP with any diligence information supplied to another Potential Bidder that was not previously provided to Thor CALAP.

Qualified Bid Requirements

• A Potential Bidder other than Thor CALAP must timely submit the Preliminary Bid Documents and a Bid satisfying the Qualified Bid Requirements, including:
  • Identification of the assets sought and whether the bid is conditioned on acquiring all identified assets or constitutes separate bids for specified asset groups;
  • A binding, definitive, and executed asset purchase agreement substantially similar to the applicable Stalking Horse APA, together with a markup, schedules, and exhibits;
  • Terms more favorable to the Debtors than the Stalking Horse APA, with no break-up fee, expense reimbursement, or other bid protection and a waiver of any substantial-contribution claim relating to the bid or auction;
  • Identification of all cash and noncash consideration, contracts to be assumed and assigned, and liabilities to be assumed;
  • A 5% Good Faith Deposit, no financing, internal-approval, due-diligence, or other contingencies, and evidence of all required internal authorizations;
  • Evidence that the bidder can close upon entry of the Sale Order without obtaining additional governmental, regulatory, or third-party approvals;
  • Adequate-assurance information demonstrating the ability to perform under any proposed Assumed Contracts;
  • Certifications regarding the absence of collusion and compliance with the Bidding Procedures; and
  • An agreement to serve as the Back-Up Bidder if selected and to remain bound for the periods specified in the Bidding Procedures.
• The Debtors will evaluate Qualified Bids based on factors including consideration, transaction risk and timing, excluded assets, proposed Assumed Contracts, changes to the Stalking Horse APA, the net benefit to the estates, and tax consequences.

Good Faith Deposit for Competing Bidders

• Each competing bid must include a Good Faith Deposit equal to 5% of its cash consideration, payable by wire transfer or certified check by Sept. 8, 2026, at 5 p.m. ET.
• If a bid is increased at or before the Auction, the Debtors may require the bidder to increase its deposit to 5% of the increased aggregate purchase price no later than one business day after the Auction.
• Deposits of unsuccessful Qualified Bidders, other than the Back-Up Bidder, will be returned within five business days after entry of an order authorizing the sale to the Winning Bidder. The Back-Up Bidder’s deposit will be returned within five business days after its bid is no longer required to remain open.
• The Winning Bidder’s deposit will be credited against the purchase price. A Winning Bidder or Back-Up Bidder that fails to consummate the transaction may forfeit its deposit as liquidated damages, in addition to the Debtors’ other available rights and remedies.

Overbid Requirements

• A Topping Bid must provide consideration at closing equal to or greater than:
  • The applicable Stalking Horse Bid;
  • The applicable Expense Reimbursement; and
  • An additional $250,000 for the Pyote Assets or $500,000 for the Tarbush Assets.
• The applicable increment may be adjusted for bids involving assets not contemplated by the Stalking Horse APAs.
• Bidding at the Auction will begin with the Baseline Bid. Each subsequent Overbid must exceed the Baseline Bid or preceding Overbid by at least the applicable minimum increment, subject to the Debtors’ right to increase or decrease the increment at the Auction.
• Thor CALAP may use the applicable bid protections as a credit when determining whether a higher bid satisfies the required increment.

Auction and Selection of Winning Bid

• If the Debtors receive more than one Qualified Bid for a particular asset or asset group, they will conduct an Auction for those assets. If no Qualified Bid other than the applicable Stalking Horse Bid is received, the Debtors may cancel the Auction and designate that Stalking Horse Bid as the Winning Bid.
• The Debtors will identify the Baseline Bid and provide notice to all Qualified Bidders by 5 p.m. ET on the calendar day before the Auction.
• Unless the Debtors determine otherwise, only the Debtors, the U.S. Trustee, any committee, Qualified Bidders, and their respective representatives and professionals may attend the Auction, and only Qualified Bidders may submit Overbids.
• The Auction will be conducted openly and documented, recorded, or videotaped. Participating bidders must confirm that they have not engaged in collusion.
• The Debtors may announce additional procedures, request further financial information, reject bids other than the Stalking Horse Bid, adjourn the Auction, and modify the Auction Procedures in the exercise of their business judgment.
• The Auction will continue until the Debtors identify the highest or otherwise best bid or combination of nonoverlapping bids and determine that further bidding is unlikely to produce a higher or otherwise better result.
• The Debtors will also select the next highest or otherwise best bid or bids as the Back-Up Bid. If a Winning Bidder breaches or fails to close, the Debtors may designate the Back-Up Bidder as the new Winning Bidder and close without a further court order.

Assumption and Assignment

• The Debtors propose to serve an Assumption and Assignment Notice identifying potentially assigned contracts, proposed Cure Amounts, and adequate-assurance information.
• Contract counterparties must file written objections specifying any disputed Cure Amount or adequate-assurance requirement, together with supporting documentation, by Sept. 14, 2026, at 5 p.m. ET.
• Unresolved objections will be considered at the Sale Hearing. If an objection is resolved on terms unsatisfactory to the Winning Bidder, the Winning Bidder may remove the affected contract and will not be responsible for its Cure Amount or adequate assurance.
• The Debtors may, with the applicable bidder’s consent, add or remove contracts or modify Cure Amounts and adequate-assurance information before closing through supplemental notices.
• A counterparty that fails to object timely will be deemed to have consented to the assumption and assignment and will be barred from disputing the stated Cure Amount, adequate assurance, or assignment.
• Only contracts included on a schedule attached to the Sale Order will be assumed and assigned. The Winning Bidder will have no responsibility for unassigned contracts.

Sale Free and Clear

• The Debtors seek authority to transfer the assets free and clear of liens, claims, interests, encumbrances, and successor-liability claims to the maximum extent permitted by section 363 of the Bankruptcy Code.
• Liens would attach to the applicable net sale proceeds with the same validity, priority, force, and effect they had against the assets immediately before the sale, subject to the rights and defenses of the Debtors, their estates, and other parties in interest.
• A lienholder receiving notice that fails to object would be deemed to consent to the sale for purposes of section 363(f) of the Bankruptcy Code.

Material APA Closing Conditions

• Each closing is conditioned on entry of a Sale Approval Order that remains in full force and has not been stayed, vacated, or reversed, the absence of an injunction or similar prohibition, performance of the parties’ material obligations, and the accuracy of their representations and warranties.
• Tarbush APA conditions include:
  • Closing of a purchase and sale agreement for specified adjacent real property on terms satisfactory to Thor CALAP;
  • Receipt of approvals covering the transfer of power rights associated with the Tarbush Property, an allocation of 176 MW by Dec. 31, 2028, and a potential future allocation of up to 300 MW by Dec. 31, 2029; and
  • Approvals necessary to construct and operate electrical infrastructure on the adjacent property for an AI data center. Thor CALAP is responsible for related infrastructure and AI buildout costs, which will not reduce the purchase price.
• Pyote APA conditions include:
  • Written confirmation of at least 54 MW of firm, allocated, and available electrical capacity at the approved point of interconnection;
  • Approvals transferring the Pyote Property’s electrical allocation and associated power rights without material reduction or restriction;
  • Resolution of mineral-rights issues in a manner satisfactory to Thor CALAP for its intended use of the property as an AI data center;
  • A commitment for an owner’s title insurance policy covering the full purchase price, subject only to permitted or accepted liens and encumbrances; and
  • No material adverse effect on the Purchased Assets, utility rights, or Thor CALAP’s intended use of the Pyote Property after execution of the APA.

APA Due Diligence and Termination

• Thor CALAP has until Aug. 9, 2026, to complete its APA due diligence and may terminate either APA before that deadline if it determines, in its sole and absolute discretion, that the results are unsatisfactory or unacceptable for any reason or no reason. The applicable deposit would be returned.
• Either party may terminate if closing has not occurred by Nov. 30, 2026, unless that party’s failure to perform caused the delay.
• Thor CALAP may also terminate in specified circumstances, including an unsatisfied material closing condition, dismissal or conversion of the bankruptcy cases, appointment of a trustee or examiner with expanded powers, withdrawal of the sale motion, or entry into a competing transaction when Thor CALAP is neither the Winning Bidder nor Back-Up Bidder.
• If the applicable Seller terminates because Thor CALAP defaults and fails to close, Thor CALAP will forfeit the applicable deposit as liquidated damages. In other specified termination circumstances, the deposit will be returned with interest.

Stay Waiver

• The Debtors seek to close promptly after all closing conditions have been satisfied or waived and request a waiver of the 14-day stays under Bankruptcy Rules 6004(h) and 6006(d).

Key Dates

• Stalking Horse APA Due Diligence Expiration Date: Aug. 9, 2026
• Proposed Bidding Procedures Hearing: Aug. 12, 2026
• Assumption and Assignment Notice Deadline: Aug. 21, 2026
• Nonbinding Indications of Interest / Preliminary Bid Documents Deadline: Aug. 27, 2026, at 5 p.m. ET
• Bid and Good Faith Deposit Deadline: Sept. 8, 2026, at 5 p.m. ET
• Qualified Bidder Notification Deadline: Sept. 9, 2026, at 5 p.m. ET
• Auction, if necessary: Sept. 10, 2026, at 10 a.m. ET, at the offices of Archer & Greiner P.C. in Voorhees, New Jersey, virtually, or at another location designated by the Debtors
• Notice of Winning Bid and Back-Up Bid Deadline: Sept. 11, 2026
• Sale Objection Deadline: Sept. 14, 2026, at 5 p.m. ET
• Assumption and Assignment Objection Deadline: Sept. 14, 2026, at 5 p.m. ET
• Proposed Sale Hearing: Sept. 16, 2026
• Sale Closing Deadline / APA Outside Date: Nov. 30, 2026