Pulp & Paper News

Fortress Paper to sell shares and shareholder loans of subsidiary Fortress Optical Features to Nanotech Security for up to $17.5 million



VANCOUVER, BC , Aug. 26, 2014 (Market Wire) - 

Fortress Paper Ltd. ("Fortress Paper" or the "Company") is pleased to announce that it has, through a wholly-owned subsidiary, entered into a share and loan purchase agreement (the "Purchase Agreement") with Nanotech Security Corp. ("Nanotech") (TSX VENTURE:NTS), as purchaser, for the sale of all of the shares of its wholly-owned subsidiary, Fortress Optical Features Ltd. ("FOF"), and shareholder loans, for an aggregate purchase price of up to $17,500,000 (the "Purchase Price"), subject to a working capital adjustment and earn-out.

The Purchase Price is comprised of $7,000,000 cash, a $3,000,000 secured note, and 5,000,000 common shares of Nanotech at a deemed price of $1.50 per share, 3,000,000 of which shares are to be held in escrow and released to the Company upon the achievement of certain business milestones by FOF and/or Nanotech over a five year period. The transaction is expected to close on or about September 10, 2014 and is subject to certain customary conditions, including Nanotech's required approval from the TSX Venture Exchange and receipt of requisite financing.

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