GEA Technologies Ltd.
TSX VENTURE : GEA.H
NEX BOARD : GEA.H

December 23, 2016 13:41 ET

GEA Technologies Signs Letter of Intent to Purchase the Shares of Intelliconn for $19,000,000

CALGARY, ALBERTA--(Marketwired - Dec. 23, 2016) - GEA Technologies Ltd. (NEX:GEA.H) ("GEA" or the "Company") is pleased to announce that it has signed a Letter of Intent to purchase all of the shares of Intelliconn Communication Solutions Inc. ("Intelliconn") of Saskatoon, Saskatchewan.

The purchase price of $19,000,000 is payable by GEA through the acquisition of all of the issued and outstanding shares of 4,750,000 shares valued at $4.00 per share, 3.38 times Intelliconn's estimated book value at the time of closing of $5,619,446. The shares shall be purchased through the exchange of 1 share of Intelliconn for 5 shares of GEA resulting in the issuance of 23,750,000 Class A Common Shares of GEA Technologies Ltd. valued at $0.80 per share at closing.

Closing of the purchase of the shares of Intelliconn is subject to the a number of conditions including the completion of a Private Placement by GEA on or before closing of $5,000,000 at $0.80 per share with closing scheduled to occur on or before March 31, 2017 and is subject to a number of customary conditions including, but not limited to, approval of the TSX Venture Exchange.

Upon completion of the acquisition of Intelliconn the Companies shall have a Book Value of $10,553,192 post closing with all the issued and outstanding shares of GEA totaling 39,241,400 shares having a deemed value at the time of closing of $0.80 per share, valuing the combined Companies at $31,393,120 or 2.98 X book value.

GEA Technologies Ltd. proposes on closing to change its name to Intelliconn Communications Solutions Inc.

About Intelliconn Communication Solutions Inc.

Intelliconn is a Saskatoon-based company that provides wireless communication and remote monitoring and control solutions for rural areas. The company has two key technologies that will have a major impact in rural areas.

The first technology, a next generation of ultra-long-range Wi-Fi products that extend Wi-Fi out up to several kilometers, provides an economic solution that allows rural-based individuals and businesses to have significantly better Internet access. With Internet access becoming increasingly important for everything from communication to security, to management, to entertainment, the ability to have adequate, uninterrupted access is crucial. In most rural areas, this is not currently the case.

Intelliconn owns certain global distribution rights for the Wi-Fi technology in rural areas.

The second key technology, an automated grain sampling and tracking system, solves an industry-wide problem that is costing grain producers and shippers billions of dollars per year. The system provides a comprehensive solution for acquiring, splitting, storing and tracking grain samples, to ensure samples are representative of the grain being sampled. An additional benefit of the product is that the related grain quality and quantity data collected will allow producers to make more informed decisions regarding selling and planting.

In addition to the Wi-Fi products, Intelliconn sells a broad range of IoT (Internet of Things) products for remotely monitoring and controlling, the common denominator for which is, a Wi-Fi-based Internet connection. Products like cameras, bin and tank monitors, thermostats, smoke detectors, AC switches and outlets and locks are crucial to the security and management of rural properties and operations.

Intelliconn's primary focus is on the agriculture sector in North America and Australia. Producers and agri-businesses want to remotely monitor and control mobile and stationary assets, both in the yard and in the field. Intelliconn's remote monitoring and control products, when combined with the extended range Wi-Fi, allow you to monitor and interact with your assets from almost anywhere.

Intelliconn is located at Innovation Place in Saskatoon and is owned by a number of Saskatchewan and Alberta shareholders, including two public companies. It was formed to commercialize several technologies, with applications primarily in rural areas and has distribution throughout North America and Australia. Based on the Company's most recent business plan the Company expects projected for sales to exceed more than $105 million five years after the closing of the proposed transaction.

The Food and Agriculture Organization predicts that by 2050 the world will require 70% more food. The Tech Investing Report states that US investment in agriculture technology doubled from $2.36 billion in 2014 to $4.6 billion in 2015.

As crop production returns are at risk due to increased production costs and climate fluctuations, technology is assisting farmers to minimize those risks. Intelliconn, through its existing product line and patents pending, plans to be a leader in the agricultural technology sector. Based on the Company's most recent business plan the Company expects projected sales to grow to $105 million within five years.

This release includes certain statements that may be deemed "forward-looking statements". All statements in this release, other than statements of historical facts, that address future production, reserve potential, exploration drilling, exploitation activities and events or developments that the Company expects are forward-looking statements. Although the Company believes the expectations expressed in such forward looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the forward-looking statements. Factors that could cause actual results to differ materially from those in forward looking statements include market prices, exploitation and exploration successes, continued availability of capital and financing, and general economic, market or business conditions. Investors are cautioned that any such statements are not guarantees of future performance and those actual results or developments may differ materially from those projected in the forward-looking statements. For more information on the Company, Investors should review the Company's registered filings which are available at www.sedar.com.

This news release shall not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities offered have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or applicable exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws.

Trading in the securities of GEA TECHNOLOGIES LTD. should be considered highly speculative. 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.

Contact Information

  • GEA Technologies Ltd.
    Jeff Decter
    CEO
    (403) 818-5626

    GEA Technologies Ltd.
    Robert Thomas
    CFO
    (403) 862-7463

    GEA Technologies Ltd.
    Tony Ruggieri
    Director
    (403) 703-8395