Mr. Terry Lashman reports
LUXOR ENTERS INTO TWO DEFINITIVE AGREEMENTS TO ACQUIRE WOOD FRAMING BUSINESSES IN CANADA AND THE US
On Jan. 13, 2016, Luxor Industrial Corp. entered into two definitive agreements to acquire turnkey wood framing businesses in Canada and the United States.
In Canada, Luxor has entered into an asset purchase agreement to buy the book business and certain assets of Colt Builders Inc. of Alberta. Upon the closing of the agreement, Luxor's subsidiary Mill Frame Inc. (Newco) is to acquire such assets in consideration for 40 per cent of the shares of Newco. Colt has agreed that it will exchange 20 per cent of the Newco shares to Luxor in consideration for the issuance of five million shares of Luxor upon Newco generating $10-million in net sales and will exchange the remaining 20 per cent of the Newco shares to Luxor in consideration for the issuance of an additional five million shares of Luxor, upon Newco generating an additional $10-million in net sales ($20-million in the aggregate). Upon achievement of the milestones, Luxor will hold 100 per cent of the Newco shares.
In the United States, Luxor has entered into a membership interest purchase agreement to buy all of the equity interest of Mill Frame LLC, a Washington State limited liability company, from the vendor thereof. Luxor is to acquire such interest in consideration for the issuance of five million shares of Luxor upon Mill Frame generating $10-million in net sales and the issuance of an additional five million shares of Luxor upon Mill Frame generating an additional $10-million in net sales ($20-million in the aggregate).
Closing of the respective agreements will be conditional upon fulfilment of standard closing conditions, including receipt of approval from the TSX Venture Exchange. Although closing of the agreements is not conditional upon consummation of a specific financing, Luxor will be required to raise additional funds in the market in order to execute on its business plan and grow the respective businesses. Luxor intends to raise such funds through an equity financing on terms to be determined. Both Colt and Mill Frame are arm's-length parties to Luxor. As disclosed in its prior news release dated Nov. 5, 2015, management believes the consummation of the transactions will not constitute a reverse takeover of Luxor or create a control person for the purposes of exchange policies.
John Hunter, president of Colt, has over 30 years of experience in this sector and comments: "Our team in Alberta is pleased to sign the agreement with Luxor. We look forward to providing our many years of experience in turnkey framing to support Luxor's expansion into the United States."
Steve Conboy, president of Mill Frame, who has over 35 years of experience in the housing construction business states: "In the summer of 2015, I approached Luxor as a supplier of prefab walls; 10 years ago when the exchange rate was similar we had done some great wood business together in the U.S. This time I saw an opportunity to sell turnkey framing to U.S. builders and took a longer-term view to partner up with Luxor. I am proud at the prospect to join Luxor and its group of seasoned veterans."
We seek Safe Harbor.
© 2025 Canjex Publishing Ltd. All rights reserved.