Giga-tronics Announces Closing of Share Exchange Agreement

Transaction combines two companies positioned for growth in the global defense industry

The combined entity offers extensive expertise and proven solutions in electronic defense and countermeasures, RF systems and components, power electronics and displays, supporting military customers during the most difficult for decades

The combined companies have more than 500 total customers, including more than 40 Tier 1 defense industry prime contractors and more than 20 Department of Defense global programs.

DUBLIN, Calif., Sept. 08, 2022 (GLOBE NEWSWIRE) — Giga-tronics Incorporated (“Giga”) (OTCQB: GIGA) announced today that it has entered into a share exchange agreement (“OK”) with BitNile Holdings, Inc. (“BitNile”) (NYSE American: NILE) and Gresham Worldwide, Inc. (“Gresham”), providing for Giga’s reverse acquisition of Gresham from BitNile. The transaction brings together Giga, a producer of sophisticated electronic and RADAR threat emulation systems and radio frequencies (“RF”) filters, with Gresham, a global provider of proprietary, purpose-built electronics solutions for military and major defense companies worldwide in RF devices, power electronics, displays, automated test and missile launch.

The companies expect the transaction to generate synergies that will enable them to significantly improve their position in the rapidly growing electronic countermeasures and RF solutions market; driven by an increased worldwide awareness of the importance of the superiority of the electromagnetic spectrum. Together, the companies have more than 500 total customers, including more than 40 defense industry Tier 1 prime contractors and 20 Department of Defense global programs.

The combined entities generated annual revenues as of March 31, 2022 of approximately $35.4 million with an order backlog of $31 million. More recently, Gresham announced an increase in orders booked for new business from $8.1 million in the first quarter ended March 31, 2022 to over $10.0 million in the second quarter ended June 30, 2022, representing an increase in increase of more than 23%, mainly due to the increase in military personnel. tensions in the world. Gresham expects ongoing global conflict and lingering concerns over industry supply chains to drive booking momentum through the end of 2022 and into 2023.

Jonathan Read, Giga’s new CEO, said: “The closing of the Gresham acquisition comes at a critical time in the global defense industry. This transaction will allow us to expand our operations with a combination of strong senior management, innovative and proprietary technologies and enhanced engineering resources to capitalize on synergies between our operating subsidiaries. We expect continued global tensions to give us the impetus to continue growing our revenue and order backlog for the foreseeable future. BitNile, Gresham’s parent company prior to this transaction, has done an excellent job of preparing Gresham for this acquisition and positioning it as a growth advocacy company.

On September 8, 2022, Giga shareholders approved the deal, whereby Giga acquired Gresham from BitNile. Under the terms of the agreement, Giga has acquired all of the outstanding shares of Gresham in exchange for 2,920,085 common shares of Giga and 514.8 shares of a new series of convertible preferred shares in a total of 3,960,043 ordinary shares of Giga, subject to any adjustments. Giga also assumed Gresham’s pending share awards representing the right to receive up to 749,626 shares of Giga common stock, on an as-converted basis.

Giga’s common stock will continue to trade on the OTC Market Group’s OTCQB under the symbol “GIGA”, approximately 68% of which is beneficially owned by BitNile. Giga intends to pursue a stock run on the NASDAQ stock market as soon as possible.

About Giga-tronics Incorporated
Giga-tronics is a publicly traded company, listed on the OTCQB market under the symbol “GIGA”. Giga-tronics produces RADAR filters and integrated microwave components for use in military defense applications as well as sophisticated RADAR/electronic warfare systems (“EO”) test products mainly used in EW test and emulation applications. www.gigatronics.com

About Gresham Worldwide Incorporated
Gresham Worldwide companies offer tailored and selected solutions to enable mission-critical applications for customers in the defence, aerospace, medical and transportation industries. With operations on three continents, Gresham Worldwide serves the most respected and discerning clients in countries around the world. Gresham Worldwide, Inc. owns Enertec Systems 2001 Ltd, RELEC Electronics Ltd, Microphase Corporation and Gresham Power Electronics Ltd. The company provides solutions for electronic defense and countermeasures, power electronics and displays, RF, microwave and millimeter wave solutions. www.greshamworldwide.com

About BitNile Holdings, Inc.
BitNile Holdings, Inc. is a diversified holding company that continues to grow by acquiring undervalued companies and disruptive technologies with global impact. Through its wholly and majority owned subsidiaries and strategic investments, the Company owns and operates a data center in which it mines Bitcoin and provides mission-critical products that support a wide range of industries, including oil exploration, defence/aerospace, industrial, automotive. , medical/biopharmaceutical, karaoke audio equipment, hotel operations and textiles. Additionally, BitNile extends credit to certain entrepreneurial businesses through an approved lending subsidiary. BitNile’s corporate headquarters are located at 11411 Southern Highlands Parkway, Suite 240, Las Vegas, NV 89141; www.BitNile.com.

Forward-looking statements
This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements generally include statements that are predictive in nature and depend on or refer to future events or conditions, and include words such as “believes”, “plans”, “anticipates”, “projects”, “estimates”, “expects”, “intends”, “strategy”, “future”, “opportunity”, “may”, “will”, “should”, “could”, “potential” or similar expressions . Statements that are not historical facts are forward-looking statements. Forward-looking statements are based on current beliefs and assumptions that are subject to risks and uncertainties. Forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update them publicly in light of new information or future events. Actual results could differ materially from those contained in any forward-looking statement due to a variety of factors. Further information, including potential risk factors, that could affect the Company’s business and financial results is included in the Company’s filings with the United States Securities and Exchange Commission, including, but without limitation, Forms 10-K, 10-Q and 8-K. All filings are available at www.sec.gov.


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