Turner Announces Completion of Acquisition Agreement with US-Based Asphalt Services and Supply Chain Company
(Current EBITDA Over $1,000,000 Per Year)
HOUSTON, Texas - 08/20/18- - NASDAQ Globalwire - Turner Valley Oil and Gas, Inc. (the “Company”) (OTC: TVOG), is pleased to announce that Turner has completed an acquisition agreement with a full service asphalt supply chain and services company located in Tennessee, United States of America. Highlights of the transaction include:
? Initial acquisition projection of $1,800,558.00 in revenue and $1,305,398.00 EBITDA.
? Acquisition to be paid for by the sale of Preferred Shares via Turner’s investment banker.
? Initial dollar amount raised will be $2 million scaling up to a total of $25 million.
? Further acquisitions currently under review are being vetted with those deals potentially yielding upwards of $90 million in revenue and $11 million in EBITDA.
ACQUISITION
Turner has structured the acquisition to include the purchase of all of the shares of the private company (“PrivCo”) to be owned as a wholly owned subsidiary. TVOG will audit the books of the PrivCo and complete a detailed business plan to support continuous operation and growth as a condition of closing. Final due diligence, site-visit and audit have been initiated but details such as the name of the business will remain confidential until such shares of PrivCo have been transferred.
The Company will use its Preferred Stock for a portion of the acquisition and will sell the balance of Preferred Stock according to the Private Placement Agreement to investors via its investment banking advisor. The transaction includes cash, equity back at closing and an earn-out to capture upside. This structure protects both insider and retail investors from dilution to Turner’s common stock structure as follows:
? Paid at closing to owner's: $1,278,885.94.
? Current management person (s) gets minimum $175,000.00 a year for 3 years.
? Equity (rolled-in) contributed $782,991.39 or 30% of the purchase price.
? Earn Out of 25% of EBITDA above $763,715.00 for 5 years or maximum $548,093.97 whichever is first.
? Expansion capital of $500,000.00 is invested into business over time.
PRIVCO FINANCIALS
? PrivCo has been in operation for 8 years and continues to show year over year growth.2015, 2016 and 2017 reflected gross revenue of $364,465.00, $402,682.00 and $1,332,521.00.
? 2015, 2016, and 2017 EBITDA of $113,914.00, $40,733.00 and $522,032.00.
? 2018 is on track to generate nearly $2,000,000.00 in gross revenue and over $1,000,000.00 in EBITDA.
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