First Orion, Corp. entered into a non binding letter of agreement to acquire Syntonic Wireless Inc. and Syntonic US Inc. from Syntonic Limited (ASX:SYT) for $1.2 million on September 7, 2020. First Orion, Corp. has entered into a Share Purchase Agreement to acquire Syntonic Wireless Inc. and Syntonic US Inc. from Syntonic Limited on September 25, 2020. First Orion will pay $1 million in cash, comprising a deposit of $0.09 million and payment of $0.92 million on completion of the Proposed Transaction. Also, $0.22 million will be payable in four (4) equal monthly installments of $0.055 million beginning January 1, 2021 and on the first day of each month thereafter with the last payment payable on March 31, 2021. Advance payment of $0.03 million is made to Syntonic, if curtain receivables are not received by Syntonic Wireless Inc. and Syntonic US Inc. on or before January 31, 2021. If the Proposed Transaction completes, Syntonic Limited will no longer have any title or ownership interest in Syntonic Wireless Inc. If the Share Purchase Agreement is terminated prior to October 31, 2020 for any reason the Deposit of $0.03 million will be repaid to First Orion. Syntonic Wireless, Inc. and Syntonic US, Inc. generated $8.67 million revenue and $ 2.02 million of loss for the year from discontinued operations for the year ended June 30, 2020. Prior to completion of the Proposed Transaction, Syntonic Limited will discharge and cause the Syntonic Wireless Inc. and Syntonic US Inc. to be free and clear of any indebtedness including indebtedness owed to Syntonic Limited or any other person or company affiliated with Syntonic Wireless Inc. and Syntonic US Inc., other than current accounts payable and accrued expenses incurred in the ordinary course of business. Gary Greenbaum, the Managing Director and Chief Executive Officer, will release Syntonic Wireless Inc. of its obligation to pay his outstanding and deferred salary of $0.11 million and severance payment of $0.08 million in respect to his engagement as Chief Executive Officer and Rahul Agarwal has agreed to release Syntonic Wireless Inc. of its obligation to pay his outstanding and deferred salary of $0.11 million and his severance payment of $0.08 million. Gary Greenbaum, Rahul Agarwal and Steven Elfman will resign as Directors. Syntonic Limited will seek to identify suitable director candidates prior to the completion of the Proposed Transaction, with a view to appointing new Directors at completion of the Proposed Transaction. No Syntonic Limited's key executive or directors will be appointed to the board of First Orion. Gary Greenbaum and Rahul Agarwal will be engaged by First Orion as Consultants for a period of three months post-completion of the Proposed Transaction to facilitate the integration and transition of businesses and operations to Frist Orion. Syntonic Limited has received the Deposit from First Orion and if the parties do not enter into formal binding documentation prior to a targeted closing date of October 15, 2020 or the parties enter into formal binding documentation and the agreement is terminated prior to October 31, 2020 for any reason, the Deposit will be repaid to First Orion. The transaction is subject to Syntonic Limited executing formal binding documentation and shareholder approval. The transaction is expected to close on October 15, 2020. As of September 25, 2020, the transaction is expected to close on or around October 30, 2020. Syntonic Limited intends to utilise the funds raised from the Proposed Transaction to explore other projects and business acquisition opportunities. First Orion, Corp. completed the acquisition of Syntonic Wireless Inc. and Syntonic US Inc. from Syntonic Limited (ASX:SYT) on November 2, 2020. Syntonic advises that it will imminently receive $302,000 from First Orion (following the settlement of liabilities associated with the Syntonic US Companies) and will receive an additional $220,000 payable in four (4) equal monthly installments of $55,000 beginning January 4, 2021 and on the first day of each month thereafter with the last payment payable on April 1, 2021 in accordance with the terms of the Transaction. Coinciding with completion of the Transaction, Messrs Graziano and Slate have commenced their role as Non-Executive Directors. The proceeds received from the Transaction will be utilized for working capital and the pursuit of new opportunities.