Spotlite360 IOT Solutions to acquire majority stake in E3 Service in cash-and-stock deal

Mar. 03, 2022 7:24 AM ETSPLTFBy: Jessica Kuruthukulangara, SA News Editor

Spotlite360 IOT Solutions (OTCPK:SPLTF) will acquire a majority equity interest in E3 Service Group.
Consideration for the acquisition will be $1M cash and 20M shares of SpotLite360 stock (LITE.CN) at C$0.20/share.
Cash will be paid from company treasury in 2 equal amounts, with $500K to paid on closing of the deal and the balance paid on or before the one year anniversary of the closing.
The consideration shares will be subject to the statutory 4 month and 1 day statutory hold period and a concurrent 12-month lock-up whereby the initial 25% of the consideration shares will be released on closing with the remaining 75% released in equal tranches on the 6th, 9th and 12th month from closing.
E3 also has the opportunity to earn up to 3M warrants to purchase a SpotLite360 share upon achieving performance based milestones over the successive 12 months following the closing.
Each warrant is exercisable for 36 months from closing to purchase 1 additional share at $0.20/share.
Upon completion of the transaction, E3 will operate as a subsidiary of SPLTF.
The transaction, which comes after SPLTF announced a non-binding LOI in Nov., is anticipated to close in early Mar.