ILUS Completes Acquisition and Provides Dividend, Merger and Subsidiary Update
An update is provided on several matters of importance for Shareholders including the acquisition, an associated dividend for ILUS Shareholders, merger agreement negotiations, subsidiaries, and financing.
NEW YORK, NY, Dec. 29, 2023 (GLOBE NEWSWIRE) -- via NewMediaWire -- ILUS International Inc. (OTC: ILUS) is a Mergers and Acquisitions company focused on acquiring and growing companies in the public safety, industrial, defense and renewable sectors. The company has signed contracts to acquire the controlling interest of an OTC listed SEC Reporting company. An update is provided on several matters of importance for Shareholders including the acquisition, an associated dividend for ILUS Shareholders, merger agreement negotiations, subsidiaries, and financing.
The acquired OTC company will be majority owned and controlled by ILUS. Details of the acquisition will be announced at the start of the new year, as transfer agent procedures and new management appointments are currently being completed. The acquired entity, hereafter referred to as Emergency Response Technologies (ERT), will be developed as a Special Purpose Vehicle for the finance and accelerated growth of the Emergency Response assets which are currently owned by ILUS. These assets will be merged into ERT, for a stock consideration, with ILUS retaining control of ERT and reaping the potential benefits of its accelerated expansion.
Following ERT’s acquisition of Emergency Response assets from ILUS, it intends to pay a special equity dividend to ILUS Shareholders and ERT has appointed its own legal counsel with whom it is finalizing the matter. ERT plans to follow the required corporate action process in order to dividend out a substantial amount of “ERT” shares to ILUS Shareholders. The structure of the dividend is such that following its intended payment to ILUS Shareholders, ILUS will retain its controlling interest in ERT.
Following in the footsteps of ILUS’ Industrial subsidiary, Quality Industrial Corp. (OTC: QIND), which effected a name and ticker change in August 2022, ERT also plans to conduct a name and ticker change. ILUS believes that the acquisition will add significant value to its structure and operations, as the acquired entity has its own funding line in place for purposes of expansion, and such access to capital will be non-dilutive to ILUS Shareholders. Therefore, ERT intends to complete a previously mentioned significant acquisition which is already in negotiation, following which it will prepare itself for an uplist to a major stock exchange.
Having been approached, the ILUS management team is currently in discussions regarding a merger with a NASDAQ listed company. Therefore, a non-binding term sheet has been signed with the NASDAQ company for purposes of further exploring the merger opportunity for ILUS or its subsidiaries. Following initial meetings, both parties are currently conducting their due diligence, and should negotiations develop to the point that a deal is deemed probable, announcements will be made accordingly.
On December 7th, 2023, ILUS’ Industrial subsidiary, Quality Industrial Corp. (OTC: QIND), filed its amended S-1 Registration Statement for the sale of its common stock in a firm commitment public offering and concurrent NYSE American listing. The subsidiary is working towards S-1 effectiveness and aims to uplist early in the new year. As of this date, QIND has not heard back from the Securities and Exchange Commission regarding its 1st amendment of the S-1. Meanwhile, QIND confirms that its operating company, Quality International has received a purchase order of $73 million from a US headquartered, NASDAQ listed, global company. The order will be delivered through the course of 2024 and 2025 and invoiced according to the achievement of delivery milestones. QIND is currently working with its investment bank to raise interim bridge financing for the company which would carry itself through to its intended uplist.
The raising of bridge finance for QIND and the expansion of ERT with its own funding arrangements in place forms a critical part of ILUS’ structuring in preparation for the new year. The company aims to avoid taking on substantial debt and dilutive funding in 2024, given that its core subsidiaries should be in a position to sustain their own capital requirements. This creates the opportunity for ILUS to start paying down its debt and in this regard, the company hopes to reach suitable agreements with its lenders.
As ILUS focuses on the expansion and uplist of its key subsidiaries, ERT and QIND, the company will be simultaneously disposing of non-core assets without losing its rights, or potential advantages from them as they continue their expansion outside of ILUS. This decision has been made by management so that ILUS should not have to raise capital for businesses which are not critical to its progress or Shareholder value.
ILUS is therefore in discussions to sell non-core assets such as its urban mining business, Replay Solutions, to CGrowth Capital (CGRA). Management’s assessment is that CGRA’s mining business is well aligned for the expansion of Replay Solutions, especially in terms of its skills and current operations, and has the necessary capital for the short to medium-term advancement of Replay Solutions. ILUS therefore plans to sell Replay Solutions to CGRA for stock, which although it will have very little impact in terms of cash on the ILUS balance sheet, it will eliminate the requirement for ILUS to raise capital for Replay Solutions, which the urban mining company will require for its expansion in 2024. However, the stock obtained from the sale of Replay Solutions will have a tangible value to ILUS going forward. As part of the deal, which is in its closing stages, ILUS will retain its rights to Replay Solutions for the US market.
ILUS CEO, Nicolas Link concluded: “Despite 2023 being a very challenging year for us, we have continued our growth and are implementing a very structured operational plan for our subsidiaries in 2024 and beyond. We believe that this more streamlined plan will add significant asset value and we will present specifics of our plan at our next Shareholders Meeting. While our share price has been under significant downward pressure, and while enduring very challenging market conditions which have crippled so many companies, we have continued to sustain and build valuable assets. We believe this is not yet reflected in our market cap, especially when one considers that one of our subsidiaries has a higher market cap than ILUS itself. We continue to work our utmost to ensure that the true value of our assets will be reflected and that this value will begin maturing for our Shareholders during 2024. We especially thank our long-term Shareholders for your continued support and wish you a happy, healthy, and prosperous New Year.”
For further information on ILUS, please see its communication channels:
Website: https://ilus-group.com
Twitter: @ILUS_INTL
Email: [email protected]
Source: ILUS
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Certain information set forth in this press release contains "forward-looking information", including "future-oriented financial information" and "financial outlook", under applicable securities laws (collectively referred to herein as forward-looking statements). Except for statements of historical fact, the information contained herein constitutes forward-looking statements and includes, but is not limited to, the (i) projected financial performance of the Company; (ii) completion of, and the use of proceeds from, the sale of the shares being offered hereunder; (iii) the expected development of the Company's business, projects, and joint ventures; (iv) execution of the Company's vision and growth strategy, including with respect to future M&A activity and global growth; (v) sources and availability of third-party financing for the Company's projects; (vi) completion of the Company's projects that are currently underway, in development or otherwise under consideration; (vi) renewal of the Company's current customer, supplier and other material agreements; and (vii) future liquidity, working capital, and capital requirements. Forward-looking statements are provided to allow potential investors the opportunity to understand management's beliefs and opinions in respect of the future so that they may use such beliefs and opinions as one factor in evaluating an investment. These statements are not guarantees of future performance and undue reliance should not be placed on them. Such forward-looking statements necessarily involve known and unknown risks and uncertainties, which may cause actual performance and financial results in future periods to differ materially from any projections of future performance or result expressed or implied by such forward-looking statements. Although forward-looking statements contained in this presentation are based upon what management of the Company believes are reasonable assumptions, there can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. The Company undertakes no obligation to update forward-looking statements if circumstances or management's estimates or opinions should change except as required by applicable securities laws. The reader is cautioned not to place undue reliance on forward-looking statements. The Securities and Exchange Commission ("SEC") has provided guidance to issuers regarding the use of social media to disclose material non-public information. In this regard, investors and others should note that we announce material financial information via official Press Releases, in addition to SEC filings, press releases, Questions & Answers sessions, public conference calls and webcasts also may take time from time to time. We use these channels as well as social media to communicate with the public about our company, our services, and other issues. It is possible that the information we post on social media could be deemed to be material information. Therefore, considering the SEC's guidance, we encourage investors, the media, and others interested in our company to review the information we post on the following social & media channels:
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