Original News Release
Aim6 closes QT, changes name to Elevate Service
Mr. Paul Bissett reports
ELEVATE SERVICE GROUP COMPLETES QUALIFYING TRANSACTION AND LAUNCHES AS NATIONAL INTEGRATED FACILITY SERVICES PLATFORM
Elevate Service Group Inc., formerly Aim6 Ventures Inc., has successfully completed its previously announced qualifying transaction, as defined by Policy 2.4 of the TSX Venture Exchange with ElevateDesign Ventures Inc. (EDVI). Following the successful $9.1-million financing completed on Nov. 5, 2025, this completion marks the formal launch of Elevate as a national platform for essential facility maintenance and commercial services. Trading in the common shares in the capital of Elevate on the Exchange is expected to commence on or about Nov. 17, 2025, under the ticker symbol SERV, subject to the issuance by the exchange of its final bulletin in respect to the qualifying transaction. Following the issuance of the exchange bulletin, Elevate will be classified as a Tier 1 issuer pursuant to the policies of the exchange.
The qualifying transaction
The qualifying transaction was completed by way of a three-cornered amalgamation under the Business Corporations Act (Ontario) among the company, EDVI and 1001280684 Ontario Inc., a wholly owned subsidiary of the company incorporated for purposes of completing the amalgamation. Pursuant to the amalgamation, the company acquired all of the issued and outstanding securities of EDVI, resulting in EDVI becoming a wholly owned subsidiary of the company. As consideration for the acquisition of EDVI, the company issued an aggregate of 18,535,000 Elevate shares.
Concurrently with the completion of the qualifying transaction, EDVI completed the acquisitions of Infinity Group Construction Inc. and First Choice Maintenance Inc. (FCM), two complementary businesses with long-term client relationships, reoccurring revenue and strong profitability.
The aggregate purchase price of the Infinity-FCM transaction comprised: (a) $8.1-million in cash; (b) a $6.35-million interest-bearing promissory note, including the following terms and conditions: (i) a term of three years; (ii) interest accruing, not compounded, at a rate of 2 per cent for the first year, 3 per cent for the second year and 4 per cent for the third year, and payable on maturity; and (iii) if the promissory note is not fully paid within three years, the interest rate shall automatically increase to 8 per cent per annum beginning on the first day of the fourth year, and shall further increase to 10 per cent per annum beginning on the first day of the fifth year and continuing until the promissory note is fully paid; and (c) the issuance of $4-million of Elevate shares, which were issued at the same price per share as the subscription receipts (as defined below).
After giving effect to the qualifying transaction, including the completion of the private placement (as defined herein), there are an aggregate of 32,646,500 Elevate shares issued and outstanding (on a non-diluted basis). Former shareholders of EDVI collectively hold approximately 56.8 per cent of the Elevate shares, former shareholders of Aim6 prior to completion of the qualifying transaction hold approximately 3.1 per cent of the Elevate shares, participants in the private placement (as defined herein) hold approximately 27.8 per cent of the Elevate shares, and the former shareholder of Infinity and FCM holds approximately 12.3 per cent of the Elevate shares.
Further details of the qualifying transaction are contained in the news releases of the company dated July 7, 2025, Oct. 8, 2025, and Oct. 24, 2025, as well as the filing statement of the company dated Oct. 23, 2025, prepared in accordance with the requirements of the exchange. The filing statement is available under the company's issuer profile on SEDAR+.
The private placement
Concurrently with the completion of the qualifying transaction, each subscription receipt from the previously completed private placement (see Elevate's news releases dated Oct. 9, 2025, and Nov. 5, 2025) was exchanged for one Elevate share. The private placement raised aggregate gross proceeds of $9,088,000 through the issuance of 9,088,000 subscription receipts at a price of $1 per subscription receipt. In connection with the private placement, Beacon Securities Ltd., together with a syndicate of agents, received aggregate cash compensation of $358,610. The agents also received an aggregate of 372,411 compensation options, each of which entitles the holder to acquire one Elevate share at an exercise price of $1 per share for a period of two years.
The credit facility
Concurrently with the completion of the qualifying transaction, EDVI entered into a senior secured credit facility agreement with a Schedule I Canadian bank for the provision of: (i) an $8-million term loan, bearing interest at a fixed rate of 4.92 per cent for one year, repayable in monthly instalments of principal and interest, amortized over a period of seven years, for a contractual term of 2.5 years. The proceeds of the term loan will be used to partially finance the acquisition of Infinity and FCM; (ii) a $1-million uncommitted revolving demand operating line, with amounts borrowed bearing interest at the lender's prime rate plus 1.25 per cent per annum, with interest payable monthly; (iii) a $1-million uncommitted (until drawn) equipment line to provide fixed asset financing, with the applicable interest rate to be determined at the time of borrowing; and (iv) a $400,000 business visa. Each of EDVI, Infinity and FCM has granted a first-ranking general security agreement with the lender creating a first-priority security interest over all of their respective present and after-acquired personal property. The security granted by EDVI in favour of the lender includes a charge over all of its right, title and interest in the shares of Infinity and FCM. In addition, EDVI granted an assignment of term deposits and credit balances in favour of the lender.
This facility enhances Elevate's financial flexibility to support continuing growth, integration and working capital needs.
Escrowed securities
Pursuant to the terms of the exchange Tier 1 escrow agreement among Elevate, TSX Trust Company (as escrow agent) and certain shareholders of Elevate, an aggregate of 22,535,000 Elevate shares have been placed in escrow, 25 per cent of which will be released from escrow upon the issuance of the exchange bulletin. In addition: (i) the Tier 1 escrow shares, together with an additional two million Elevate shares purchased by officers and directors of Elevate under the private placement, are also subject to a voluntary lock-up agreement, under which the holders of such Elevate shares agreed not to sell, transfer, assign or otherwise dispose of such shares for a period of one year following the exchange bulletin; and (ii) an aggregate of 546,250 Elevate shares are subject to an exchange CPC (capital pool company) escrow agreement, 25 per cent of which will be released from escrow upon the issuance of the exchange bulletin.
Directors and officers
Following closing of the qualifying transaction, the directors and officers of elevate are:
Paul Bissett, chief executive officer and director;
Harjit Brar, chief financial officer, corporate secretary and director;
Gary Raulino, founder of Infinity and FCM;
Dwayne Roberts, president of Infinity and FCM;
Romeo Di Battista Jr., director and chairman;
Aaron Unger, director;
Sebastien Koechli, director.
"This transaction marks an important inflection point as we execute on our vision to modernize essential facility services across Canada," said Mr. Bissett. "With a strong capital base, trusted operating partners and Tier 1 status, Elevate is well positioned to drive both organic and acquisition-led growth."
"Our goal is to build a differentiated, cash-flowing platform that delivers value for customers and shareholders alike," added Mr. Di Battista Jr., who is chairman of Elevate and CEO of Westmount Park Investments Inc. "Today's completion marks the beginning of that next chapter."
Early warning disclosure pursuant to National Instrument 62-103
In connection with the qualifying transaction, each of Mr. Di Battista Jr. and Mr. Raulino acquired ownership, control or direction over Elevate shares requiring disclosure pursuant to the early warning requirements of applicable securities laws.
Prior to the completion of the qualifying transaction, Mr. Di Battista Jr. had no ownership of, or exercised control or direction over, any voting or equity securities of the company. In connection with the qualifying transaction, Mr. Di Battista Jr. acquired ownership of 11,156,500 Elevate shares (representing approximately 34.2 per cent of the issued and outstanding Elevate shares on a non-diluted basis and 31.9 per cent on a fully diluted basis).
Prior to the completion of the qualifying transaction, Mr. Raulino had no ownership of, or exercised control or direction over, any voting or equity securities of the company. In connection with the qualifying transaction, Mr. Raulino acquired ownership of four million common shares of Elevate (representing approximately 12.3 per cent of the issued and outstanding Elevate shares on a non-diluted basis and 11.4 per cent on a fully diluted basis).
Each of Mr. Di Battista Jr. and Mr. Raulino: (i) acquired the Elevate shares in connection with the qualifying transaction; (ii) holds the Elevate shares for investment purposes; and (iii) does not have any current intention to increase or decrease their beneficial ownership or control or direction over any additional securities of the company. Each of Mr. Di Battista Jr. and Mr. Raulino may, from time to time and depending on market and other conditions, acquire additional Elevate shares through market transactions, private agreements, treasury issuances, convertible securities or otherwise, or may sell all or some portion of the Elevate shares they each own or control, or may continue to hold the Elevate shares.
About Elevate Service Group Inc., formerly Aim6 Ventures Inc.
Elevate is a national facilities management and essential commercial services platform focused on consolidating and modernizing this fragmented sector. Through its operating companies, Elevate brings over 20 years experience as a trusted partner for national, blue-chip customers. Elevate's strategy is to integrate a portfolio of profitable operating businesses across a scalable, national platform with shared infrastructure, technology integration and operational synergies. The result is more comprehensive services, expanded market reach and superior customer outcomes. Following the issuance of the exchange bulletin, Elevate will be classified as a Tier 1 issuer under the ticker SERV.
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