Eurocontrol Technics Group Inc.
TSX VENTURE : EUO

Eurocontrol Technics Group Inc.

November 03, 2014 07:00 ET

Eurocontrol Enters Into LOI to Acquire Austin AI

TORONTO, ONTARIO--(Marketwired - Nov. 3, 2014) -

NOT FOR RELEASE IN THE UNITED STATES OR TO U.S. NEWS WIRE SERVICES.

Eurocontrol Technics Group Inc. (TSX VENTURE:EUO) ("Eurocontrol" or the "Company"), a Canadian public company specializing in the acquisition, development and commercialization of innovative energy security, authentication, verification and certification technologies, is pleased to announce that the Company has entered into a Letter of Intent ("LOI") with Austin Automation and Instrumentation, Inc. ("Austin AI"), a private company located in Austin, Texas, to acquire the assets of Austin AI which will be combined with Eurocontrol's wholly-owned subsidiary Xenemetrix ("Xenemetrix").

Austin AI has been a distributor for Xenemetrix technology in the US and Asia since 2012. Both Xenemetrix and Austin AI have strong franchises in Energy Dispersive X-Ray Fluorescence ("ED-XRF") technology and they represent a synergistic fit of technology and culture. The combination of Austin AI's ED-XRF business with Xenemetrix's existing business will produce broader distribution of both company's products and access to new vertical markets through technological innovation.

The LOI is non-binding and outlines the Company's intention to purchase the assets (excluding real estate) of Austin AI in exchange for 7,500,000 common shares of Eurocontrol and 2,500,000 common share purchase warrants which will vest based on certain sales performance criteria relating to several large contract opportunities, including a prospective contract valued at US$40 million with a global consumer packaged goods company for installation of over 400 ED-XRF custom spectrometers over multiple years in a worldwide initiative. Austin AI has forecast US$2 million in revenue for 2015 (not including sales from the potential US$40 million contract described above).

Eurocontrol and Austin AI will work towards finalizing a definitive agreement by December 31, 2014, the expiry date of the LOI.

"With our expansion of Xenemetrix through this transaction, solid progress by our XwinSys subsidiary and the anticipated strong growth in our fuel marking business, Eurocontrol's future looks very promising," stated Bruce Rowlands, Chairman and CEO. "We are pleased to have signed this LOI with Austin AI, a company we have been working closely with for several years. This agreement will provide Eurocontrol with new direct customers, new markets, advanced technology and will bring a long time advocate of ED-XRF, Rick Comtois, directly onto the Eurocontrol team."

Rick Comtois, Founder and CEO of Austin AI added: "We have a 13+ year history of innovation and technology development in the field of sensors and sensor-based sorting. Our significant list of accomplishments has been achieved through the provision of custom solutions to address specific client needs. With the support of Eurocontrol, we look forward to the advent of also selling this now-proven technology to world markets on a fixed-product sales basis. We will continue to provide innovative solutions for our custom solution clients and we look forward to the guidance from Eurocontrol's experienced team to grow from a small innovative company to a major player in the sensor-sorter market."

About Austin Automation and Instrumentation, Inc.

Austin Automation and Instrumentation, Inc. ("AAI") is a private company located in Austin, Texas that was founded by Rick Comtois in 2001. The company was created for the purpose of developing state-of-the-art sensor technology into custom, automated measuring and sorting systems. Over the years, Austin AI has expanded and diversified its products and services through in-house development and via acquisitions such as Quantronics Oy, a Finnish manufacturer of x-ray technology. Industries and applications serviced by Austin AI include: recycling of metals, plastics, woods, glass and bottom ash; QA/QC on thin film and coatings, petroleum and other liquid streams, food/ pharmaceutical and industrial processes; exploration and "run of mine" tools for the mining and minerals industries; and, environmental CP-XRF probes for heavy metals identification and quantification.

About Xenemetrix Ltd.

Xenemetrix is a leading designer, manufacturer and marketer of energy-dispersive x-ray fluorescence (ED-XRF) systems and components. With more than 30 years experience, Xenemetrix continues to develop highly innovative technologies and solutions suitable for today's ever-growing analytical challenges, performing non-destructive elemental analysis starting from Carbon (6) through Fermium (100), while providing detection limits from low parts-per-billion (ppb) to high weight percent (%wt). ED-XRF spectroscopy is one of the simplest, most accurate and economical analytical methods for the determination of the chemical composition of many types of materials. Xenemetrix combines the latest technological developments with innovative engineering, to provide cost-effective solutions to a wide range of industries including the petroleum, mining, marine, manufacturing, food and beverage, cosmetic and pharmaceutical industries to outline a few. Xenemetrix's emphasis on quality combined with ongoing research and development has earned Xenemetrix an international reputation for excellence.

About Eurocontrol Technics Group Inc.

Eurocontrol through its three wholly owned subsidiaries, Global Fluids International S.A. ("GFI"), Xenemetrix Ltd. ("Xenemetrix") and XwinSys Ltd. ("XwinSys"), is a leading provider and innovator of detection and marking systems worldwide. GFI and Xenemetrix are global pioneers in developing and implementing innovative molecular marking systems for the oil industry and XwinSys is currently a development stage company. GFI's unique and proprietary liquid authentication system, PetromarkTM, is the world's leading solution for fully integrated oil marking, mixing and detection. Xenemetrix is a leading designer, manufacturer and marketer of energy-dispersive x-ray fluorescence ("ED-XRF") systems, a technology that is the most accurate and economic method for determining the chemical composition of many types of materials, including the analysis of petroleum oils and fuel. XwinSys is developing technology and intellectual property that will combine 2D and 3D image processing technology from Brossh Inspection Systems Ltd. of Israel with Xenemetrix's ED-XRF technology for application in the semi-conductor manufacturing process.

For further information on Eurocontrol, please visit the Company's website at www.eurocontrol.ca.

NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

Forward-Looking Statements:

This press release contains forward-looking statements. More particularly, this press release contains statements. Forward-looking statements are frequently characterized by words such as "plan", "expect", "project", "intend", "believe", anticipate", "estimate", "may", "will", "would", "potential", "proposed" and other similar words, or statements that certain events or conditions "may" or "will" occur. The forward-looking statements are based on certain key expectations and assumptions made by Eurocontrol. Although Eurocontrol believes that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because Eurocontrol can give no assurance that they will prove to be correct. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. In addition to other risks that may affect the forward-looking statements in this press release are those set out in Eurocontrol's management discussion and analysis of the financial condition and results of operations for the year ended December 31, 2013 and the second quarter ended June 30, 2014 which are available on the Corporation's profile at www.sedar.com. The forward-looking statements contained in this press release are made as of the date hereof and Eurocontrol undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.

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