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

Executive Summary

• Elevate Service Group Inc. completed its qualifying transaction, enabling listing on the TSX Venture Exchange as a Tier 1 issuer (ticker “SERV”) expected around 2025‑11‑17.
• The transaction included a $9.1 M private placement, issuance of 18,535,000 Elevate Shares to acquire ElevateDesign Ventures Inc., and the Infinity‑FCM acquisition (cash $8.1 M, promissory note $6.35 M, and $4 M of Elevate Shares).
• A senior secured credit facility was signed providing an $8 M term loan at 4.92% fixed for one year and additional revolving and equipment lines, enhancing financial flexibility for integration and growth.

Key Details

• Qualifying Transaction Structure – Three‑cornered amalgamation (Elevate, ElevateDesign Ventures Inc., and 1001280684 Ontario Inc.) resulting in EDVI becoming a wholly‑owned subsidiary; consideration was 18,535,000 Elevate Shares.
• Infinity‑FCM Acquisition – Purchase price: $8,100,000 cash + $6,350,000 interest‑bearing promissory note (3‑year term, 2%/3%/4% interest escalating to 8%/10% if not repaid) + $4,000,000 Elevate Shares issued at the same price as subscription receipts.
• Share Ownership Post‑Transaction – Total outstanding shares: 32,646,500 (non‑diluted). Ownership breakdown: EDVI former shareholders ~56.8%; AIM6 prior shareholders ~3.1%; private placement participants ~27.8%; Infinity/FCM former shareholder ~12.3%.
• Private Placement – Raised $9,088,000 via 9,088,000 subscription receipts at $1.00 each; agents received $358,610 cash compensation and 372,411 options to purchase Elevate Shares at $1.00 (2‑year term).
• Senior Secured Credit Facility – Term loan: $8,000,000, fixed 4.92% for one year, amortized over 7 years, 2.5‑year contractual term; revolving demand line: $1,000,000 at Lender’s prime + 1.25%; equipment line: $1,000,000 (rate TBD); business visa: $400,000. Proceeds partially finance Infinity/FCM acquisition.
• 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; 546,250 shares under CPC escrow (25% release on bulletin).
• Directors & Officers – New board includes CEO Paul Bissett, CFO/Corporate Secretary Harjit Brar, founders Gary Raulino and Dwayne Roberts (Infinity/FCM), Chairman Romeo Di Battista Jr., and directors Aaron Unger, Sebastien Koechli.
• Early Warning Disclosures – Romeo Di Battista acquired 11,156,500 Elevate Shares (~34.2% non‑diluted); Gary Raulino acquired 4,000,000 shares (~12.3% non‑diluted). Both hold shares for investment purposes only.

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.