Elevate Service Group Completes Qualifying Transaction and Launches as National Integrated Facility Services Platform

Executive Summary

• Elevate Service Group Inc. completed its previously announced qualifying transaction, enabling it to list on the TSX Venture Exchange under ticker “SERV” and become a Tier 1 issuer.
• The transaction included a $9.1 M private placement, acquisition of ElevateDesign Ventures Inc., and the Infinity‑FCM acquisition (cash, promissory note, and share issuance).
• A senior secured credit facility was also executed to fund part of the Infinity‑FCM purchase and provide ongoing liquidity.

Key Details

• Qualifying Transaction: Amalgamation of Elevate, ElevateDesign Ventures Inc. (EDVI) and 1001280684 Ontario Inc.; EDVI became a wholly‑owned subsidiary; 18,535,000 Elevate Shares issued as consideration.
• Infinity‑FCM Acquisition: Total purchase price $8.1 M cash + $6.35 M interest‑bearing promissory note (3‑yr term, 2%/3%/4% interest, step‑up to 8%/10% if not repaid) + $4.0 M Elevate Shares issued at the same price as subscription receipts.
• Share Structure Post‑Transaction: 32,646,500 Elevate Shares outstanding (non‑diluted). Ownership breakdown: EDVI former shareholders ~56.8%; AIM6 former shareholders ~3.1%; Private Placement participants ~27.8%; Infinity/FCM former shareholder ~12.3%.
• Private Placement: Raised $9,088,000 gross proceeds; 9,088,000 subscription receipts sold at $1.00 each; each receipt exchanged for one Elevate Share upon closing.
• Agent Compensation: Beacon Securities Ltd. and agents received $358,610 cash plus 372,411 compensation options (exercise price $1.00, two‑year term).
• Senior Secured Credit Facility:
• Term loan: $8,000,000 at fixed 4.92% interest for one year, amortized over 7 years, contractual term 2.5 years; proceeds to partially finance Infinity/FCM acquisition.
• Revolving demand line: $1,000,000 uncommitted, prime + 1.25% interest.
• Equipment line: $1,000,000 uncommitted (rate TBD).
• Business visa: $400,000.
• Escrow Arrangements: 22,535,000 Tier 1 escrow shares placed with TSX Trust; 25% released upon Exchange Bulletin issuance. Additional lock‑up of 2,000,000 shares purchased by officers/directors for one year and 546,250 shares under CPC escrow (25% release on bulletin).
• Directors & Officers Post‑Closing: Paul Bissett (CEO), Harjit Brar (CFO/Corporate Secretary), Gary Raulino (Founder, Infinity/FCM), Dwayne Roberts (President, Infinity/FCM), Romeo Di Battista (Chairman), Aaron Unger (Director), Sebastien Koechli (Director).
• Early Warning Disclosures: Romeo Di Battista acquired 11,156,500 Elevate Shares (~34.2% non‑diluted); Gary Raulino acquired 4,000,000 Elevate Shares (~12.3% non‑diluted). Both hold shares for investment and have no immediate intent to change ownership.

Notable Quotes

• “This transaction marks an important inflection point as we execute on our vision to modernize essential facility services across Canada,” – Paul Bissett, CEO.
• “Our goal is to build a differentiated, cash‑flowing platform that delivers value for customers and shareholders alike,” – Romeo Di Battista Jr., Chairman.