Montana Technologies to Combine with Power & Digital Infrastructure Acquisition II Corp. to Commercialize its Transformational AirJoule™ Technology to Revolutionize and Accelerate Decarbonization of HVAC Systems and Water Supply

• Montana Technologies' AirJoule™ technology sustainably meets challenges of comfort cooling and water supply, reduces energy consumption, eliminates harmful refrigerants, and creates cost savings
• AirJoule™, validated by the scientific community, enables the atmosphere to become an accessible renewable energy and water resource around the clock, on the majority of the earth's surface
• Montana Technologies has world-class strategic partners, BASF and CATL, committed to the commercialization of AirJoule™
• Montana Technologies is primed to transform the heating, ventilation, and air conditioning (HVAC) industries by utilizing the latent energy in the atmosphere to provide energy efficient dehumidification and water harvesting
• Montana Technologies' AirJoule™ systems are expected to be up to ten times more efficient than existing conventional vapor compression dehumidification systems and desiccant dehumidifiers
• Implied pro forma enterprise value of $500 million, total addressable market opportunity of over $455 billion, and will be publicly listed on NASDAQ

CHICAGO, June 5, 2023 /PRNewswire/ -- Power & Digital Infrastructure Acquisition II Corp ("XPDB") (NASDAQ: XPDB) (NASDAQ: XPDBW) (NASDAQ: XPDBU) – a special purpose acquisition company, focused on the renewable and transition energy sectors, sponsored by professionals of XMS Capital Partners, LLC, and Transition Equity Partners, LLC – and Montana Technologies LLC ("the Company"), developer of AirJoule™, a transformational renewable energy and cooling technology, today announced that they have entered into a business combination (the "Transaction") to commercialize Montana Technologies' unique solution to revolutionize the HVAC sector, reduce emissions, and solve water issues.  

The Company, which will operate under the name of Montana Technologies, has a goal of solving two of the world's most problematic issues, demand for energy-efficient HVAC and water stress, with its AirJoule™ technology. AirJoule™ enables the atmosphere to be an accessible renewable energy and water resource around the clock, providing clean drinking water at as low as half a cent per liter. It efficiently harvests water vapor from the air, providing pure water and air conditioning at a fraction of the current cost, while consuming as much as 75% less electricity than any other HVAC or water generating system.

Montana Technologies is poised to begin commercializing its proven AirJoule™ prototypes through its strategic partnerships with BASF, the largest chemical producer in the world, and CATL, the world's largest lithium-ion electric vehicle battery manufacturer. These and other pipeline partnerships will enable Montana Technologies to scale rapidly to mass production, using a capital-efficient business model.

Pat Eilers, CEO of XPDB, said: "We are extremely excited that Montana Technologies is entering the public markets as a leading developer of breakthrough dehumidification and cooling technology. We believe Montana Technologies' groundbreaking AirJoule™ technology, combined with its world-class partnerships, is well positioned to efficiently commercialize and quickly scale the business on a global basis, while also capitalizing on a total addressable market opportunity of over $455 billion for long-term value creation. Additionally, working alongside Matt Jore and his world-class team of scientists to deliver AirJoule's™ sustainable attributes to the world is aligned with XPDB's ethos."

Matt Jore, CEO of Montana Technologies, said: "Today's announcement is a huge milestone in bringing our transformative technology, AirJoule™, to market with this transaction. Our technology sits at the nexus between energy and water, two essential resources for human well-being, economic growth, and environmental sustainability. AirJoule™ – Energy and Water from Air – does what no other solution can today. It taps into the earth's atmosphere to harness its vast amounts of thermal energy and water, providing cost-effective and energy-reducing solutions to address global water scarcity and air conditioning demand at significantly lower cost."

Pete McGrail, CTO of Montana Technologies and Emeritus Fellow at Pacific Northwest National Laboratory, said: "I have been a scientist at Pacific Northwest Lab for 39 years and joined Montana Technologies in 2022. In this period of scientific discovery and innovation, I've had professional experiences like when AirJoule™ was proven, just a handful of times. Seeing the water pour out of the unit was extraordinarily gratifying and will one day be recognized, I believe, as a historical moment in scientific achievement."

Investment Highlights

• Opportunity
  - Montana Technologies' breakthrough technology, AirJoule™, helps solve two of the world's most problematic issues: demand for air conditioning, and water scarcity. AirJoule™ provides a unique solution to reducing emissions, revolutionizing the HVAC sector and solving water issues, with a total addressable market of over $455 billion. AirJoule™ enables the atmosphere to be an accessible renewable energy and water resource around the clock.

• Technology
  
• AirJoule™ enables the atmosphere to be an accessible renewable energy resource in a range of applications:
  - AirJoule™ is estimated to cost less than half the upfront cost of conventional dehumidification systems, while using significantly lower electricity
  - A standard AirJoule™ unit is expected to harvest up to 360 liters of water per day at as low as a half cent per liter
  - The AirJoule™ system is designed to utilize up to 75% less electricity than current HVAC and water-generating systems

Transaction Highlights

• Business combination of XPDB and Montana Technologies at pro forma enterprise value of $500 million
• The Company intends to use the funds to execute its strategic global partnerships, scale production, expand its operational leadership team, and for general operating purposes
• The Transaction is expected to close in the fourth quarter of 2023, subject to certain closing conditions
• Following transaction close, Matt Jore is expected to remain in the role of Chief Executive Officer and lead the pro forma Company

XPDB Extension

In connection with XPDB's special meeting in lieu of an annual meeting of stockholders (the "Special Meeting") to seek stockholder approval to, among other things, extend the time by which XPDB has to consummate an initial business combination (the "Extension") from June 14, 2023 (the "Current Outside Date") to December 14, 2023 (such date, the "Extended Date"), XPDB or its sponsor, XPDI Sponsor II LLC, will deposit, beginning on June 15, 2023, and thereafter on the 10^th of each month (or if such day is not a business day, on the business day immediately preceding such 10th day), additional funds into the trust account established in connection with XPDB's initial public offering (the "Trust Account") in an amount equal to the lesser of (i) $0.03 multiplied by the number of shares of XPDB Class A common stock then outstanding and not redeemed in connection with the Special Meeting and (ii) $300,000 (each such deposit, a "Contribution"). The maximum aggregate amount of all Contributions will not exceed $1,800,000. In connection with the Extension, XPDB anticipates that the per share price at which shares of Class A common stock will be redeemed from cash held in the Trust Account, net of interest released to XPDB to pay taxes (the "Redemption Payment Amount"), will be approximately $10.37 per share. The actual Redemption Payment Amount will be determined as of June 7, 2023. Interest on the Trust Account is currently yielding approximately 5% per annum.

The Special Meeting will be held in person at 10:00 a.m., Central Time, on June 9, 2023, at the offices of Kirkland & Ellis LLP, located at 609 Main Street, Suite 4700, Houston, Texas 77002 and virtually via live webcast at http://www.cstproxy.com/xpdispacii/2023. XPDB encourages its stockholders to vote in favor of the Extension and each other proposal described in the definitive proxy statement relating to the Special Meeting.

XPDB's stockholders of record at the close of business on the record date, May 12, 2023, are entitled to vote the shares of common stock owned by them at the Special Meeting. Every stockholder's vote is very important, regardless of the number of shares held, and XPDB requests the prompt submission of votes. Stockholders may vote online at http://www.cstproxy.com/xpdispacii/2023 by following the instructions on their provided proxy card. If the shares are held in an account at a brokerage firm or bank, stockholders must instruct their respective broker or bank how to vote the shares, or the stockholders may cast their vote online by obtaining a proxy from the respective brokerage firm or bank.

Advisors

Barclays is serving as capital markets advisor to XPDB, and Kirkland & Ellis LLP is serving as legal counsel to XPDB. Latham & Watkins LLP is serving as legal counsel to Montana Technologies. Vinson & Elkins is serving as counsel to Barclays.

About Montana Technologies

Montana Technologies is an atmospheric energy and water harvesting technology company that provides efficient and sustainable air conditioning and pure water from air through its transformational AirJoule™ technology. For more information, visit www.mt.energy.

About Power & Digital Infrastructure Acquisition II Corp

Power & Digital Infrastructure Acquisition II Corp is a blank check company incorporated in Delaware for the purpose of effecting a merger, capital stock exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.

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SOURCE Montana Technologies