Critical Infrastructure signs share sale agreement

Executive Summary

• Critical Infrastructure Technologies Ltd. signed a share sale agreement to acquire 100 % of a Western Australian precision engineering firm for an Australian $7.7 million purchase price.
• The target generates ~AU$7.5 million revenue and AU$1.9 million EBITDA (FY 2025) with projected revenue/EBITDA doubling in 2‑3 years, providing immediate earnings and sovereign manufacturing capability.
• Financing will be ~60 % debt from an Australian bank and ~40 % equity via a capital raise; closing expected by 31 Mar 2026, subject to financing and standard conditions.

Key Details

• Purchase Price: AU$7.7 million total.
• Payment Schedule:
• AU$5,775,000 payable on completion.
• AU$962,500 payable on the first anniversary of completion.
• AU$962,500 payable on the second anniversary of completion.
• Net Working‑Capital Adjustment: Approx. AU$2.08 million (cash, stock, receivables less creditors).
• Target FY 2025 Financials:
• Revenue: ~AU$7.5 million.
• EBITDA: ~AU$1.9 million.
• Growth Outlook: Management expects revenue and EBITDA to double within the next two‑to‑three years.
• Strategic Benefits:
• Immediate sovereign manufacturing capability in Western Australia.
• Vertical integration of fabrication/engineering for Nexus platform production.
• Faster prototyping, production, deployment of communications platforms.
• Access to skilled workforce and advanced fabrication infrastructure.
• Enhanced support for defence, mining, and critical‑infrastructure customers.
• Financing Structure:
• ~60 % debt financing from an Australian bank (well advanced).
• ~40 % equity financing via a capital raise currently underway.
• Closing Timeline: Expected completion on 31 Mar 2026, contingent upon securing financing 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 Assessment: Material – Positive (the transaction materially expands operations, adds earnings, and is likely to impact share price).