Tower One Wireless - Unlocking Trapped Value Through Governance Reform
Two major shareholders controlling 42.5% have created complete gridlock. Company worth $100M+ trading at $10M. No strategic progress for 2+ years.
| Shareholder Category | Ownership % | Shares (MM) | Current Status |
|---|---|---|---|
| Blocking Coalition | 42.5% | 91.3 | Creating Deadlock |
| Our Group (incl. allied) | 21.0% | 45.1 | Ready for Change |
| Fragmented Minority | 31.0% | 66.8 | Consolidation Target |
| Other Holdings | 5.5% | 11.8 | Potential Swing |
Our Coalition 21% + Fragmented 31% = 52% Majority Control
| Minimum Scenario: | 21% + 20% from fragmented = 41% (Blocking position) |
| Target Scenario: | 21% + 31% from fragmented = 52% (Full control) |
| Best Case: | 21% + 31% + swing votes = 57%+ (Super majority) |
The fragmented 31% consists of 100-150 small shareholders (0.1-2% each) who have been trapped for 2+ years with no liquidity. They are desperate for any exit opportunity.
| Category | Amount | Purpose | Expected Impact |
|---|---|---|---|
| Initial Purchases | $80,000 | Acquire 2-3M shares | Build momentum, show commitment |
| Professional Team | $60,000 | Outreach specialists (6 weeks) | Contact 100+ shareholders |
| Legal & Compliance | $40,000 | Structure, agreements, opinions | Ensure bulletproof execution |
| Entity Formation | $20,000 | Multiple acquisition vehicles | Maintain confidentiality |
| Data & Research | $20,000 | Shareholder identification | Complete target list |
| Communications | $15,000 | Materials and outreach | Professional presentation |
| Reserve | $15,000 | Contingency buffer | Flexibility for opportunities |
• Acquiring 43M shares (20% of company) for blocking: ~$1.3M at $0.03/share
• Acquiring full 67M shares (31% of company): ~$2.0M at $0.03/share
• Blended approach (purchase + proxy): Reduces cash requirement
• Note: $250K initial budget covers operational costs; share purchases funded separately
• Investor's shares will be owned outright by investor
Days 1-3: Form entities, engage legal counsel
Days 4-5: Obtain shareholder registry
Days 6-7: Analyze holdings, identify targets
Week 2: Approach holders with <0.5% ownership
Week 3: Expand to 0.5-1% holders
Goal: Secure 10-15% in verbal commitments
Monday: Announce initial success publicly
Tue-Thu: Full court press on remaining targets
Friday: Claim 20%+ secured
Mon-Wed: Enhanced offers for final holdouts
Thursday: Proxy solicitation begins
Friday: Lock all commitments
Monday: Execute all purchase agreements
Tuesday: Aggregate holdings
Wednesday: Call special meeting
Thursday: Board reconstitution
Friday: Announce new strategic direction
Trapped for 2+ years | Stock at $0.000001 | No market exists | No buyer interest | No hope of recovery
After years of being trapped with worthless paper, ANY offer looks attractive. We're not competing against other buyers (there are none) - we're competing against continued hopelessness. Even at $0.015/share (vs. $0.000001 market), we're offering 30,000x the current price.
"This is a one-time opportunity to exit your position. We are consolidating holdings to reform governance. This offer expires in 72 hours and will not be repeated."
• Reconstitute board with independent directors
• Remove obstructionist management
• Install professional turnaround team
• Refinance debt
• Implement cost reduction program
• Announce special dividend policy
• Resume tower development (191 backlog)
• Launch co-location sales effort
• Begin strategic review process
• Engage investment banker
• Market to strategic buyers
• Target 8-10x EBITDA valuation
• Current (blocked): $10M market cap
• Post-control: $45M (governance premium)
| Scenario | Total Control | Investor Buys | Investment | Shares Acquired | Investor Exit Value | Multiple |
|---|---|---|---|---|---|---|
| Best Case | 55% | 34% | $2.2M | 73M shares | $34M | 15.5x |
| Base Case | 52% | 31% | $2.0M | 67M shares | $31M | 15.5x |
| Conservative | 45% | 24% | $1.6M | 52M shares | $24M | 15x |
| Minimum | 41% | 20% | $1.3M | 43M shares | $20M | 15.4x |
• Your existing 21% (45M shares) + Investor's purchased shares = controlling position
• Investor owns 100% of shares they purchase at ~$0.03 per share
• Exit assumes $100M company valuation ($0.465 per share)
• Even at lower exit valuations ($75M), returns remain strong (11-12x)
| Risk Factor | Probability | Impact | Mitigation Strategy |
|---|---|---|---|
| Counter-consolidation | 15% | High | Speed, confidentiality, multiple entities |
| Higher acquisition costs | 25% | Medium | Still profitable at $0.05/share |
| Shareholder apathy | 10% | Medium | Professional outreach, multiple attempts |
| Legal challenges | 5% | Low | All actions legal for private companies |
| Execution delays | 20% | Low | Buffer built into timeline |
• Other activists could emerge
• Shareholders might organize
• Current control group could consolidate further
• Value could deteriorate beyond recovery
$2.0M investment to gain control of $100M+ company
Currently trading at 90% discount due to governance failure
| Quick Summary | |
|---|---|
| Current Situation | 42.5% control bloc destroying 90% of value |
| Our Solution | Consolidate 31% fragmented shareholders |
| Path to Control | 21% base + 31% target = 52% majority |
| Investment Required | $250K operations + $2M share purchases |
| Expected Return | $31M exit value (15x multiple) |
| Timeline | 6 weeks to control, 12-18 months to exit |
This is a rare opportunity to gain control of a profitable company
trading at 10% of intrinsic value due to governance failure