Critical Infrastructure Technologies Signs Share Sale Agreement to Acquire Western Australian Engineering Business

Executive Summary

• Critical Infrastructure Technologies Ltd. (“CiTech”) executed a Share Sale Agreement to acquire 100% of the issued shares of an Australian precision‑engineering and manufacturing company for AUD 7.7 million.
• The target generated FY2025 revenue of ~AUD 7.5 M and EBITDA of ~AUD 1.9 M, providing CiTech with immediate earnings contribution and sovereign manufacturing capability in Western Australia.
• Financing will be a mix of ~60% debt (Australian bank) and ~40% equity (capital raise underway), with closing expected on 31 Mar 2026 pending funding and standard conditions.

Key Details

• Purchase Price: AUD 7,700,000 total.
• Payment Schedule:
• AUD 5,775,000 payable at completion.
• AUD 962,500 payable on the first anniversary of completion.
• AUD 962,500 payable on the second anniversary of completion.
• Net Working‑Capital Adjustment: Approx. AUD 2.08 million (cash, stock, receivables, WIP less creditors).
• Target FY2025 Financials:
• Revenue: ~AUD 7.5 M.
• EBITDA: ~AUD 1.9 M.
• Projected Growth: Revenue and EBITDA expected to double within the next 2–3 years post‑acquisition.
• Strategic Benefits:
• Immediate sovereign manufacturing capability in Western Australia.
• Vertical integration of fabrication/engineering for CiTech’s Nexus platform.
• Faster prototyping, production, and deployment of autonomous communications platforms.
• Access to skilled workforce and advanced fabrication infrastructure supporting defence, mining, and critical‑infrastructure customers.
• Financing Structure:
• ~60% debt funding from an Australian bank (well advanced).
• ~40% equity financing via a capital raise currently underway.
• Closing Timeline: Expected completion on 31 Mar 2026, subject to securing funding and standard closing conditions.

Notable Quotes

“The execution of the Share Sale Agreement represents a significant step in CiTech’s growth strategy. This acquisition provides immediate revenue and earnings while delivering the manufacturing capability required to scale production of our Nexus platforms and support increasing international demand.” – Brenton Scott, CEO, Critical Infrastructure Technologies Ltd.

Materiality: Material – Positive (the transaction adds a profitable operating business, immediate EBITDA contribution, and strategic manufacturing capacity).