The TSX Venture Exchange has accepted for filing documentation pertaining to a share purchase agreement dated Dec. 1, 2025, between the company and several arm's-length parties (the vendors), whereby the company acquired all membership interest in DS Consultants Inc. (the target).
Under the terms of the agreement, the company has agreed to acquire the target for an aggregate purchase price of $22.5-million satisfied by: (i) an initial cash payment of $10.5-million; (ii) the issuance of 5,245,468 common shares for an aggregate value of $7.5-million; and (iii) a cash-based earnout paid over three years to a maximum of $1.5-million annually, tied to progressive EBITDA (earnings before interest, taxes, depreciation and amortization) targets. Furthermore, the target will retain total assets net of total liabilities of at least $4-million.
For further details, please refer to the company's news releases dated Dec. 10, 2025, and Dec. 10, 2025.
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