Thunder Rock Capital Serves as Exclusive M&A Advisor to Carbonium Core in Definitive Merger Agreement with TOMI Environmental Solutions (Nasdaq: TOMZ)

About this update from Tomi Environmental Solutions, Inc.

TAMPA, FL / ACCESS Newswire / July 6, 2026 / Thunder Rock Capital LLC ("Thunder Rock Capital"), a leading investment banking firm specializing in M&A, capital markets, and structured products, served as exclusive M&A advisor to Carbonium Core, Inc., in connection with its definitive agreement to merge with TOMI Environmental Solutions, Inc. (Nasdaq:TOMZ) (the "Transaction"), pursuant to which TOMI is expected to merge with Carbonium Core, Inc., a U.S.-based development company that manufactures graphite and rare earth metals for advanced nuclear, defense, and critical infrastructure applications. The proposed all stock transaction, if completed, is intended to create a public market pure-play on America's nuclear renaissance, positioned at the intersection of AI-driven power demand, advanced nuclear reactors, and domestic critical materials production. Pursuant to the Merger Agreement and subject to the satisfaction of certain conditions, shareholders of Carbonium Core will receive, pro rata in proportion to their respective stock ownership, shares of TOMI's common stock issued at closing in an amount that will not exceed the maximum number of shares permitted to be issued without stockholder approval under Nasdaq Listing Rule 5635(d), and shares of a newly created series of non-voting Preferred Stock. Upon receipt of the approval of TOMI's stockholders as required by Nasdaq Listing Rule 5635(d), the Preferred Stock will convert into shares of common stock such that, together with the shares of common stock issued at closing, the former stockholders of Carbonium Core will own approximately 90% of outstanding shares of common stock of the combined company. The transaction is expected to transform Carbonium Core into a publicly traded company focused on one of the most strategically important supply chains supporting the next generation of nuclear energy infrastructure. The combined company intends to pursue a leadership position in the domestic production of nuclear-grade graphite and other critical materials required for many advanced reactor designs currently under development in the United States and internationally. Carbonium Core's strategy is centered on building a secure domestic supply chain for nuclear-grade graphite and rare earth materials, specialized inputs currently dominated by foreign producers. The company believes its combination ...

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