Aim6 closes QT, changes name to Elevate Service

Executive Summary

• Elevate Service Group Inc. completed its qualifying transaction on the TSX Venture Exchange, enabling trading of its shares (ticker SERV) and classification as a Tier 1 issuer.
• The transaction involved a three‑cornered amalgamation with ElevateDesign Ventures Inc., acquisition of Infinity Group Construction Inc. and First Choice Maintenance Inc., issuance of 18,535,000 new Elevate shares, and a $9.088 M private placement at $1 per receipt.
• Concurrently, EDVI secured an $8 M term loan (4.92% fixed) plus revolving and equipment lines, and placed 22,535,000 shares in escrow with lock‑up provisions.

Key Details

• Qualifying Transaction Structure – Three‑cornered amalgamation under the Ontario Business Corporations Act among Elevate Service Group Inc., ElevateDesign Ventures Inc. (EDVI) and 1001280684 Ontario Inc.; EDVI became a wholly owned subsidiary.
• Share Issuance for Acquisition – 18,535,000 Elevate shares issued to acquire all securities of EDVI.
• Acquisition of Infinity & FCM – Purchase price: $8.1 M cash + $6.35 M interest‑bearing promissory note (3‑yr term; 2%/3%/4% interest, escalating to 8% then 10% if not repaid) + $4 M Elevate shares issued at the same price as subscription receipts.
• Post‑Transaction Share Count – 32,646,500 Elevate shares outstanding (non‑diluted). Ownership breakdown: EDVI former shareholders ~56.8%; Aim6 pre‑transaction shareholders ~3.1%; private placement participants ~27.8%; Infinity/FCM former shareholder ~12.3%.
• Private Placement – 9,088,000 subscription receipts sold at $1 each → gross proceeds $9,088,000; each receipt exchanged for one Elevate share upon completion.
• Placement Agent Compensation – Beacon Securities Ltd. and syndicate received $358,610 cash plus 372,411 compensation options (exercise price $1 per share, two‑year term).
• Senior Secured Credit Facility (EDVI) –
• $8 M term loan, fixed 4.92% for one year, amortized over 7 yr, contractual term 2.5 yr; proceeds to partially fund Infinity/FCM acquisition.
• $1 M uncommitted revolving operating line (prime + 1.25%).
• $1 M uncommitted equipment line (rate TBD).
• $400 k business visa.
• Escrow Arrangements – 22,535,000 Elevate shares placed in Tier 1 escrow; 25% released upon exchange bulletin issuance. Additional 2 M shares purchased by officers/directors also subject to a one‑year lock‑up. 546,250 shares under CPC escrow (25% release on bulletin).
• Directors & Officers Post‑Closing – Paul Bissett (CEO & Director), Harjit Brar (CFO/Corporate Secretary & Director), Gary Raulino (Founder, Infinity/FCM), Dwayne Roberts (President, Infinity/FCM), Romeo Di Battista Jr. (Director & Chairman), Aaron Unger (Director), Sebastien Koechli (Director).
• Early Warning Disclosures –
• Romeo Di Battista Jr.: acquired 11,156,500 Elevate shares (~34.2% non‑diluted, ~31.9% fully diluted).
• Gary Raulino: acquired 4,000,000 Elevate shares (~12.3% non‑diluted, ~11.4% fully diluted).

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.