🇺🇸Reliance’s proposed acquisition totals up to $3.75 million cash, including two conditional $375,000 payments; definitive agreements remain outstanding.

The LOI specifies maximum acquisition consideration of $3,750,000, payable entirely in cash. At closing, Reliance would pay $3 million directly to the seller and deposit $375,000 into escrow, making the proposed closing cash requirement $3,375,000.

The escrowed $375,000 would be released six months after closing only if the target business achieves a specified minimum revenue threshold during that period; otherwise, it would return to Reliance. A further $375,000 would become payable twelve months after closing, subject to a performance milestone still to be agreed in definitive documentation.

Separately, the founder would enter a one-year consulting agreement providing $250,000 in aggregate cash compensation and accept a two-year non-competition covenant. The Form 8-K also describes an optional investment of up to $500,000 in the seller, at Reliance’s sole discretion, and explicitly states that the acquisition is not conditional on that investment.

The company’s press release says acquisition funding is already in place, Reliance remains debt-free, and no common shares would be issued as acquisition consideration. These are company disclosures, not independent verification of funding or a completed non-dilutive transaction; the filing warns that definitive terms could change and closing might not occur.