B.C.'s Atlas Engineered Products Buys Ontario CM

Originally published by: EIS NewsdeskDecember 4, 2017

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Atlas Engineered Products Ltd. (“Atlas”) a leading supplier of trusses and engineered wood products, is pleased to announce that it has entered into a letter of intent with Clinton Roof Truss Ltd. ("Clinton") whereby Atlas has agreed to acquire all of the issued and outstanding shares of Clinton.

Guy Champagne, President of Atlas, commented, "The acquisition of Clinton represents a major milestone of our acquisition program to significantly broaden our geographic reach. We are extremely pleased to be acquiring Clinton as it is highly accretive and provides us with a strategic base from which to expand in Ontario."

The purchase includes 31,000 square feet of plant, warehouse and office space on a 5-acre site strategically located to provide access to the growing Ontario communities west of Mississauga. Clinton is growing and has over $3 million in annual sales, strong profitability, and very capable operational leadership.

Terms of Transaction with Clinton

Under the binding letter of intent, the Company and Clinton have agreed to negotiate a definitive agreement (the "Definitive Agreement") whereby the Company will acquire all of the issued and outstanding shares of Clinton for $2,100,000 cash and issue $140,000 in common shares of the Company on closing of the Transaction. The shares will be issued on the closing price immediately preceding the date of this news release. As additional consideration, the shareholders of Clinton will receive an additional $360,000, which will be paid $10,000 per month for the 36 months following closing of the Transaction. A significant portion of the cash required to complete the transaction will be provided by mortgage financing and a term loan.

The current owners of Clinton will be pursuing retirement while remaining available to the Company and the general manager of Clinton will enter into a three-year management contract. All agreements will include non-solicitation and non-competition clauses.

The Company will be entitled to carry out due diligence until January 6, 2018. Upon completion of due diligence, the parties will enter into the Definitive Agreement setting forth the terms and conditions of the Transaction by January 15, 2018. Completion of any transaction with Clinton is subject to a number of conditions, including but not limited to, completion of due diligence, negotiation of definitive agreements in respect of such a transaction and receipt of any required regulatory approvals. A transaction cannot be completed until these conditions are satisfied, and there can be no assurance that a transaction will be completed at all.

About Atlas Engineered Products Ltd.

Atlas Engineered Products is one of British Columbia's leading suppliers of trusses and engineered wood products. The company was formed over 18 years ago and operates manufacturing and distribution facilities in Nanaimo to meet the needs of residential and commercial builders. Atlas has expert design and engineering teams, a multiple-shift state-of-the-art truss manufacturing operation, and large inventories of engineered beam and flooring components. Atlas aims to grow its base of business across Canada by pursuing an aggressive acquisition and consolidation strategy, and will continue to bring its construction industry partners unparalleled excellence in service, product, and support.