After Months of Planning, Luxor Enters Into Letters of Intent to Acquire Two Wood Framing Businesses in Canada and the US
VANCOUVER, British Columbia, Nov. 5, 2015 (GLOBE NEWSWIRE) — Luxor Industrial Corporation (OTC:LXRRF) (TSX-V:LRL) (“Luxor“) is pleased to announce that on November 4, 2015, it entered into two non-binding letters of intent to acquire wood framing businesses in Canada and the United States. Such businesses are involved in the pre-turnkey framing of housing projects in Canada and the United States.
In Canada, Luxor has entered into a letter of intent to buy the book business and certain assets of Colt Builders Inc. of Alberta (“Colt“). A newly incorporated subsidiary of Luxor (“Newco“) is to acquire such assets in consideration for 40% of the shares of Newco. Colt has agreed that it will exchange 20% of the Newco shares to Luxor in consideration for the issuance of 5 million shares of Luxor upon Newco generating Cdn$10M in net sales and will exchange the remaining 20% of the Newco shares to Luxor in consideration for the issuance of an additional 5 million shares of Luxor upon Newco generating an additional Cdn$10M in net sales (Cdn$20M in the aggregate). Upon achievement of the milestones, Luxor will hold 100% of the Newco shares.
In the United States, Luxor has entered into a letter of intent to buy 60% of the issued shares of Mill Frame LLC of Washington State (“Mill Frame“) in consideration for the obligation of Luxor to fund the business of Mill Frame on a going-forward basis. The vendor of the Mill Frame shares has agreed to exchange 20% of the Mill Frame shares to Luxor in consideration for the issuance of 5 million shares of Luxor upon Mill Frame generating US$10M in net sales and has agreed to exchange the remaining 20% of the Mill Frame shares to Luxor in consideration for the issuance of an additional 5 million shares of Luxor upon Mill Frame generating an additional US$10M in net sales (US$20M in the aggregate). Upon achievement of the milestones, Luxor will hold 100% of the Mill Frame shares.
The letters of intent are non-binding except that all parties agreed to a binding exclusivity and standstill clause until January 31, 2016 to give the parties time to negotiate and enter into definitive agreements. Closing of the respective transactions will be conditional upon fulfillment of standard closing conditions, including receipt of approval from the TSX Venture Exchange (the “Exchange“). Although closing of the agreements are 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. The consummation of the transactions will not constitute a Reverse Take-Over 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, “We specialize in large scale building projects including multi-family, assisted living and senior housing, completing over 1,000,000 square feet per year.”
Steve Conboy, President of Mill Frame, who has over 35 years of experience in the housing construction business states, “During the past several months, we have been targeting the Pacific Northwest and have soft commitments for starts in early 2016. We are excited to work with the team at Luxor and their associates at Colt. We know Colt Builders Canada is considered one of the best framers in Alberta and we expect to gain similar recognition in the Western U.S. because of our combined experience and prefabricated wall panel and precision cut floor system operations reducing on site framing labor.”
Terry Lashman, President of Luxor, advises, “We were looking to increase our sales in the fast growing USA housing market. Entering into the framing sector is ideal for the sales of Luxor’s building components. Our experienced cutting edge team of Luxor, Colt and Mill Frame felt the timing was right to pre-build in Canada to ship across the border into the USA using the exchange rate to support some of the logistics costs. With our large fabrication facility only 3 miles from the border, we realized it was better to work together than as individual companies.”
Luxor’s FastFrame™ wall components will be well served as the USA faces skilled labour shortages as reported the Wall Street Journal:
About Luxor Industrial Corporation
Luxor is involved in the development, engineering, manufacturing and marketing of engineered wood products and operates in three sectors.
In the industrial sector, it manufacturers wood mat products for various applications including transmission lines, pipelines, wind farms, staging areas, boardwalks and pathways and oil and gas and mining operations.
In residential construction, it manufactures and markets its patented IBS 2000® and patent pending IBS3000™ engineered floor bridging. Luxor also manufactures and markets other building components, architectural wood products and offers various custom wood cutting services.
In the commercial sector it distributes and designs engineered wood products (laminated beams) for use in large wood structures.
On behalf of the Board:
Luxor Industrial Corporation
For further information contact Terry Lashman at (800) 665-2454 or (604) 684-7929 or John Taylor at (877) 496-4355 or (604) 864-9601 or visit Luxor’s website at www.luxorcorp.com.
This news release contains forward-looking information that involve various risks and uncertainties regarding future events. Such forward-looking information can include without limitation statements based on current expectations involving a number of risks and uncertainties and are not guarantees of future performance of Luxor, such as statements that the company may enter into and close the definitive agreements as contemplated and that the company may raise financing to fund the development of the acquired businesses. There are numerous risks and uncertainties that could cause actual results and Luxor’s plans and objectives to differ materially from those expressed in the forward-looking information, including: (i) adverse market conditions; (ii) the inability of Luxor to raise funds to execute on its business plan with respect to the recently acquired wood framing businesses; (iii) the Exchange not approving the transactions; or (iv) the inability to close the transactions for any reason. Actual results and future events could differ materially from those anticipated in such information. These and all subsequent written and oral forward-looking information are based on estimates and opinions of management on the dates they are made and are expressly qualified in their entirety by this notice. Except as required by law, Luxor does not intend to update these forward-looking statements.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
The TSX Venture Exchange has neither approved nor disapproved this announcement
CONTACT: Luxor Industrial Corporation Terry Lashman (800) 665-2454 (604) 684-7929 John Taylor (877) 496-4355 (604) 864-9601 www.luxorcorp.com