Blumetric closes DS Consultants acquisition

Executive Summary

• Blumetric Environmental Inc. has closed its acquisition of DS Consultants Ltd. for an aggregate consideration of up to $22.5 million.
• The transaction was satisfied via an initial cash payment of $10.5 million and the issuance of approximately 5.25 million common shares.
• The remaining balance is contingent on an earnout structure tied to EBITDA targets over three years, with a maximum potential payout of $4.5 million.

Key Details

• Transaction Structure: Acquisition of all issued and outstanding shares of DS Consultants Ltd.
• Total Consideration: Up to $22.5 million.
• Initial Payment: $10.5 million paid in cash by Blumetric.
• Equity Component: Issuance of 5,245,468 common shares of Blumetric.
• Share Valuation: Deemed price of $1.4298 per share, determined by the 30-day volume-weighted average price (VWAP) on the TSX Venture Exchange.
• Hold Period: The consideration shares are subject to a four-month hold period.
• Earnout Terms: The balance of the purchase price is paid via cash-based earnout over three years, capped at $1.5 million annually.
• Earnout Targets: Tied to progressive EBITDA targets of $4 million, $5 million, and $6 million for each respective year.
• Closing Condition: The purchase price is subject to DS Consultants retaining total assets net of total liabilities of at least $4 million.
• Related Party Status: The transaction is arm's-length; no new insider was created by the share issuance.
• Fees: No finder's fee was payable by Blumetric.

Notable Quotes

• None provided in the text.