NANAIMO, BRITISH COLUMBIA–(Marketwired – Nov. 16, 2017) – ATLAS ENGINEERED PRODUCTS LTD. (the “Company” or “Atlas”) (TSX VENTURE:AEP), a leading supplier of trusses and engineered wood products, is pleased to announce that it has entered into a letter of intent with Selkirk Truss (2010) Limited (“Selkirk“) whereby the Company has agreed to acquire all of the issued and outstanding shares of Selkirk (the “Transaction“).
Guy Champagne, President of Atlas, commented, “We are very proud to announce the acquisition of Selkirk as the first step of our acquisition program to broaden our geographic reach. Not only will this transaction result in a 20% growth in annual revenues for the Company, it provides us with access to the Kootenay region.”
Terms of Transaction with Selkirk
Under the binding letter of intent, the Company and Selkirk have agreed to negotiate a definitive agreement (the “Definitive Agreement“) whereby the Company will acquire all of the issued and outstanding shares of Selkirk for $150,000 in common shares of the Company (the “Consideration Shares“). The Consideration Shares will be issued at the Market Price (as defined by the rules of the TSX Venture Exchange) on the date of this news release.
In addition, the shareholder of Selkirk will be entitled to receive up to an additional $600,000 in common shares of the Company (the “Performance Shares“) upon Selkirk achieving the following milestones: (1) $200,000 in common shares of the Company if Selkirk's net income exceeds $150,000 in its 2018 fiscal year end; (2) a further $200,000 in common shares of the Company if Selkirk's cumulative net income exceeds $400,000 for fiscal 2018 and 2019, and (3) a further $200,000 in common shares of the Company if Selkirk's cumulative net income exceeds $1,100,000 for fiscal 2018, 2019 and 2020. The pricing of the Performance Shares will be based on the date the shares are issued.
The principal of Selkirk will also enter into a three-year management contract, which will include non-solicitation and non-competition clauses.
The Company will be entitled to carry out due diligence until December 15, 2017. Upon completion of due diligence, the parties will enter into the Definitive Agreement setting forth the terms and conditions of the Transaction by December 31, 2017. Completion of any transaction with Selkirk is subject to a number of conditions, including but not limited to, completion of due diligence, negotiation of definitive agreements in respect of such a transaction and receipt of any required regulatory approvals. A transaction cannot be completed until these conditions are satisfied, and there can be no assurance that a transaction will be completed at all.
The Company is also pleased to announce that it has appointed Contact Financial (“Contact”) as its investor relations firm. Contact will assist the Company with the development and execution of a comprehensive strategic communications program.
Contact Financial is a Vancouver-based firm specializing in assisting emerging growth companies with media relations, capital markets experience, brand building/awareness and developing strategies to strengthen relations and communications between companies or individuals associated with the firm. Contact Financial will assist Atlas in gaining increased exposure to investors through the dissemination of corporate information to a network of online venues, brokerage firms, financial institutions and private investors.
“Atlas is one of the best performing truss and engineered wood products companies in Western Canada and we are thrilled to present this exciting growth opportunity to our investor ecosystem,” stated Kirk Gamley, President and CEO of Contact Financial. “Atlas already has the leadership and technical teams in-place to successfully execute its acquisition strategy and consolidate this highly fragmented, unique industry.”
Contact Financial has been appointed for an initial term of six (6) months, which can be extended on a monthly basis at the option of the Company. Contact Financial will be paid for provision of its services a monthly fee of CAD $4,000.00 (plus GST), subject to the approval of the TSX Venture Exchange.
Other than 350,000 common shares held directly and indirectly by Kirk Gamley and Contact Financial, none of the Contact Financial group has any interest, directly or indirectly, in the Company or its securities, although it may choose to acquire shares in the Company in the future. Contact Financial does not intend to undertake any market making activities.
About Atlas Engineered Products Ltd.
Atlas Engineered Products is one of British Columbia's leading suppliers of trusses and engineered wood products. The company was formed over 18 years ago and operates manufacturing and distribution facilities in Nanaimo to meet the needs of residential and commercial builders. Atlas has expert design and engineering teams, a multiple-shift state-of-the-art truss manufacturing operation, and large inventories of engineered beam and flooring components. Atlas aims to grow its base of business across Canada by pursuing an aggressive acquisition and consolidation strategy, and will continue to bring its construction industry partners unparalleled excellence in service, product, and support.
Forward Looking Information
Information set forth in this news release contains forward-looking statements. These statements reflect management's current estimates, beliefs, intentions and expectations; they are not guarantees of future performance. The Company cautions that all forward looking statements are inherently uncertain and that actual performance may be affected by a number of material factors, many of which are beyond the Company's control. Such factors include, among other things: risks and uncertainties relating to the Company including those to be described in the Filing Statement filed by the Company on www.sedar.com. Accordingly, actual and future events, conditions and results may differ materially from the estimates, beliefs, intentions and expectations expressed or implied in the forward looking information. Except as required under applicable securities legislation, the Company undertakes no obligation to publicly update or revise forward-looking information.
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