SpotLite360 IOT Solutions, Inc. (CNSX:LITE) entered into a non-binding letter of intent to acquire 51% stake in E3 Service Group LLC for $4.7 million on November 12, 2021. SpotLite360 IOT Solutions, Inc. (CNSX:LITE) entered into a binding definitive agreement to acquire an unknown majority stake in E3 Services Group LLC March 2, 2022. Under the terms of the non-binding LOI, SpotLite360 intends to acquire a majority sum of all outstanding common shares in the equity of E3. As of February 10, 2022, SpotLite360 announced a non-brokered private placement of up to 30,000,000 units of the company. The company intends to use the net proceeds from the private placement for general working capital purposes and the contemplated acquisition of E3 Service Group, LLC. Bryson Guyer, Founder E3 Service Group and the team will be retained with SpotLite360.

All terms provided in the non-binding LOI are subject to change pending factors including, but not limited to the completion of final negotiations, execution of a definitive agreement, obtaining any applicable regulatory approvals, and approvals from the Board of Directors of both SpotLite360 and E3. The transaction is subject to satisfactory completion of due diligence and third party approvals. The company anticipates that, subject to the satisfactory completion of the conditions, the acquisition contemplated pursuant to a definitive agreement, to be agreed to between the parties, will close by the end of calendar Q4 2021. The transaction is anticipated to close in early March 2022.
SpotLite360 IOT Solutions, Inc. (CNSX:LITE) completed the acquisition of 51% stake in E3 Service Group LLC on March 9, 2022. Consideration for the acquisition of 51% of E3 will be $1 million cash and 20 million shares of SpotLite360. Cash will be paid from company treasury in two equal amounts, with $500,000 paid on closing of the transaction and the balance to be paid on or before the one year anniversary of the closing. The Consideration Shares will be subject to the statutory four month and one day statutory hold period and a concurrent 12-month lock-up whereby the initial 25% of the Consideration Shares will be released on closing (subject to the statutory hold period) with the remaining 75% of the Consideration Shares released in equal tranches on the 6th, 9th and 12th month from closing. E3 also has the opportunity to earn up to 3 million warrants to purchase a common share of SpotLite360 upon achieving performance based milestones over the successive 12 months following the closing. E3 will operate as a subsidiary of SpotLite360 and all E3 employees will be retained. Concurrently with the acquisition of E3, SpotLite360 has appointed Shawn Phillips as Senior Vice President of Operations. At closing, the current directors of E3 will adopt resolutions to set the board of directors of E3 at three and the current directors of E3 will resign to be replaced by Bryson Guyer and two nominees of Buyer to the new E3 Board, all of which will be effective on closing. SpotLite360 IOT agrees to keep Bryson Guyer as President of E3 until the Company acquires the remaining interests of E3 pursuant to the option.

SpotLite360 IOT Solutions, Inc. (CNSX:LITE) cancelled the acquisition of 51% stake in E3 Service Group LLC on February 22, 2023. With the termination of the agreement, E3 vendors have agreed to return the Consideration Shares to the Company for cancellation in exchange for the return of its 51% equity interest in E3.