Mr. Brenton Scott reports

CRITICAL INFRASTRUCTURE TECHNOLOGIES SIGNS SHARE SALE AGREEMENT TO ACQUIRE WESTERN AUSTRALIAN ENGINEERING BUSINESS

Critical Infrastructure Technologies Ltd. has executed a share sale agreement (SSA) to acquire 100 per cent of the issued shares of a Western Australian precision engineering and manufacturing company with strong connections to the defence and mining sectors.

The acquisition represents a major step in Critical Infrastructure's strategy to establish sovereign manufacturing capability in Australia and vertically integrate the production of its Nexus platform and future defence technologies.

Key transaction highlights:

• Purchase price: $7.7-million (Australian);
• Revenue (FY (fiscal year) 2025): approximately $7.5-million (Australian);
• EBITDA (earnings before interest, taxes, depreciation and amortization) (FY 2025): approximately $1.9-million (Australian);
• Projected growth: revenue and EBITDA expected to double within the next two to three years.

The acquisition adds a profitable and well-established engineering and fabrication business to Critical Infrastructure's operations, providing an immediate earnings base while strengthening the company's ability to scale production of its Nexus communications platforms.

Transaction structure

Under the terms of the share sale agreement, the consideration will be paid as follows:

• $5,775,000 (Australian) payable on completion;
• $962,500 (Australian) payable on the first anniversary of completion;
• $962,500 (Australian) payable on the second anniversary of completion.

In addition, Critical Infrastructure will assume net working capital adjustments estimated at approximately $2.08-million (Australian), representing cash, stock, accounts receivable and work in progress less creditors.

Strategic benefits

The acquisition will provide Critical Infrastructure with:

• Immediate sovereign manufacturing capability in Western Australia;
• Vertical integration of fabrication and engineering operations;
• Faster prototyping, production and deployment of Nexus platforms;
• Access to a highly skilled work force and advanced fabrication infrastructure;
• Enhanced capability to support defence, mining and critical infrastructure customers.

This strengthened manufacturing capability will allow Critical Infrastructure to accelerate production of its Nexus autonomous communications platforms, supporting increasing demand from international defence, mining and infrastructure markets.

Financing structure

The acquisition is expected to be financed through a combination of debt and equity:

• Approximately 60 per cent debt financing from an Australian bank, currently well advanced;
• Approximately 40 per cent equity financing, through a capital raise currently under way.

Executive commentary

Brenton Scott, chief executive officer of Critical Infrastructure Technologies, said the signing of the share sale agreement represents a major milestone for the company:

"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.

"Importantly, it strengthens sovereign Australian defence manufacturing capability and positions CiTech to participate in major allied supply chains."

Integration and timeline

The acquisition remains subject only to:

• Securing the required financing (under way);
• Standard closing conditions.

Completion is expected to occur on March 31, 2026.

About Critical Infrastructure Technologies Ltd.

Listed on the Canadian Securities Exchange with operations in Perth, Western Australia, Critical Infrastructure is creating autonomous, high-capacity, rapidly deployable technology that delivers essential services to where they are needed most. Critical Infrastructure is targeting the mining, defence, border security/surveillance and emergency services sectors in relation to its first product release, the Nexus 16, which aims to provide critical mobile telecommunications for such sectors. Using patented technologies, Critical Infrastructure's self-deploying platform (SDP) provides a solution for two of the greatest limitations of current rapidly deployable communication solutions, strength of the tower, and ability to rapidly self-deploy and operate, in numerous situations. The SDP is designed to support radio equipment including LTE (long-term evolution) and several other technological payloads, such as surveillance and anti-drone systems. Critical Infrastructure has completed the research and development phase, and is currently commercializing the first of many products that will be released.

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