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Taronis to Spin Off Industrial Gas Business Unit

Stock Dividend to Be Issued to All Shareholders of Record

PHOENIX, AZ / ACCESSWIRE / July 15, 2019 / Taronis Technologies, Inc., (“Taronis Technologies” or “the Company”) (TRNX), a leading clean technology company in the renewable resources and environmental conservation industry, today announced its intention to spin-off its wholly-owned subsidiary, Taronis Fuels, Inc. (“Taronis Fuels”). Taronis Fuels owns and operates MagneGas Welding Supply, the Company’s US industrial gas and welding supply retail business unit. All holders of the Company’s common stock on the record date of August 15, 2019 will receive one share of Taronis Fuels common stock for each share of Taronis Technologies common stock owned on the record date and retained through the distribution date, which is anticipated to be approximately two weeks after the record date.

In order to facilitate the intended spin off, Taronis Fuel intends to file the appropriate documentation with the SEC and market regulators to be a public company, which is expected to initially trade on the OTCQB/QX. The SEC filing would include audited financial statements for Taronis Fuels as a standalone business for 2017 and 2018, and reviewed financial statements for the first six months of 2019. In addition, a second quarter earnings call for Taronis Fuels is expected to be scheduled and held in conjunction with the filing. The Company believes Taronis Fuels may be eligible for up-listing to an exchange thereafter, which will likely be a topic of discussion on the August earnings conference call.

Prior to the record date, the Company plans to grant an exclusive, world-wide license to Taronis Fuels for the use of all intellectual property related to fuel and power-production applications generated with the Company’s proprietary submerged Venturi Plasma Arc gasification technology and the related fuels, including MagneGas. The Company would retain its entire intellectual property portfolio post-spin off, and would continue to actively seek to commercialize its agricultural waste, hospital waste, and cyanobacteria remediation technologies. Taronis Technologies will also continue to advance its Water Pilot business. Taronis Technologies shall seek to achieve these commercial objectives primarily through joint ventures or partnerships with industry leaders in those respective industry verticals.

“Our comprehensive patent portfolio has created some very unique opportunities,” commented Scott Mahoney, CEO of Taronis. “It is very rare to find a core set of intellectual property that has so many diverse end uses. After careful deliberation, our Board of Directors has elected to execute this spin-off in an effort to help realize shareholder value across our entire business.”

“Taronis Technologies is expected to benefit from a dramatically leaner cost structure. Its cash burn is projected to be extremely limited. We have over $5 million in cash on hand today, and almost no debt. With the spin off, Taronis Technologies is not expected to require significant capital to execute on its business plan for the foreseeable future. In addition, the Water Pilot is expected to begin generating positive cash flows if several highly promising prospective clients elect to move forward in the near term.”

“We are also modifying our business model for our agricultural waste and cyanobactiera solutions. Under prior management, these projects were very capital intense. Going forward, we have identified specific target partners within each industry that we will attempt to engage in world class partnerships to unlock the potential of our water decontamination technology. Under those partnerships, we would look to minimize our cash outlay, and instead seek partners that would carry the majority of the financial burden for each project. When combined with our ownership in the Water Pilot, our water decontamination partnerships can become fully centered on global water conservation solutions going forward. We believe that this business model, with a lean cash outlay, promising technology, and a series of world class partnerships is a compelling business strategy,” continued Mr. Mahoney.

“For Taronis Fuels, we also see this spin-off having a significant beneficial impact on several fronts. As our financial statements should clearly detail, our fuels business is much, much closer to profitability than the historically combined business. Taronis Fuels as a standalone business has the potential to deliver scalable growth with less need for external financing. On our August earnings conference call, we intend to also share a number of recent positive developments within Taronis Fuels, including our MagneGas expansion plans in the US, our strong organic growth across our retail industrial gas and welding supply business, and our current international business development efforts.”

“For our current and future shareholders, we are confident that this transaction provides enhanced clarity on the financial performance of each business, and that Taronis Fuels and Taronis Technologies can both achieve a valuation which more accurately reflects the standalone merits of each company,” concluded Mr. Mahoney.

About Taronis Technologies, Inc.

Taronis Technologies, Inc. (TRNX) owns a patented plasma arc technology that enables two primary end use applications for fuel generation and water decontamination. The Company’s fuel technology enables a wide use of hydrocarbon feedstocks to be readily converted to fossil fuel substitutes. The Company is developing a wide range of end market uses for these fuels, including replacement products for propane, compressed natural gas and liquid natural gas. The Company currently markets a proprietary metal cutting fuel that is highly competitive with acetylene. The Company distributes its proprietary metal cutting fuel through Independent Distributors in the US and through its wholly owned distributors doing business as “MagneGas Welding Supply”. The Company operates 22 locations across California, Texas, Louisiana, and Florida.

The Company’s technology can also be implemented for the decontamination of waste water, including sterilizing water, eradicating all pathogens. The technology is being tested to determine if it can completely eliminate pharmaceutical contaminants such as antibiotics, hormones and other soluble drugs suspended in contaminated water. Lastly, the technology process is capable of reducing or eliminating other contaminants, such as harmful metals, as well as nitrogen, phosphorus, and potassium levels that trigger toxic algae blooms. The technology has prospective commercial applications in the agricultural, pharmaceutical, and municipal waste markets. For more information on Taronis, please visit the Company's website at http://www.TaronisTech.com.

Taronis also owns a controlling interest in Water Pilot, LLC. The WATER PILOT® System immediately reduces water consumption and provides you with live remote consumption monitoring for long term leak protection and water asset management. An integral, client based alarm and notification system that reports to any mobile device. Water Pilot may be appropriate for a wide range of businesses or properties with a water meter. For more information, please visit our website at www.gowaterpilot.com/

FORWARD-LOOKING STATEMENTS

This press release contains forward-looking statements as defined within Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements relate to future events, including our ability to raise capital, or to our future financial performance, and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance, or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. You should not place undue reliance on forward-looking statements since they involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond our control and which could, and likely will, materially affect actual results, levels of activity, performance or achievements. Any forward-looking statement reflects our current views with respect to future events and is subject to these and other risks, uncertainties and assumptions relating to our operations, results of operations, growth strategy and liquidity. We assume no obligation to publicly update or revise these forward-looking statements for any reason, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.

For a discussion of these risks and uncertainties, please see our filings with the Securities and Exchange Commission. Our public filings with the SEC are available from commercial document retrieval services and at the website maintained by the SEC at http://www.sec.gov.

Investor Contact:

Tyler Wilson
IR@TaronisTech.com

SOURCE: Taronis Technologies, Inc.



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