Aim6 closes QT, changes name to Elevate Service

Executive Summary

• Elevate Service Group Inc. (formerly Aim6 Ventures Inc.) has completed its qualifying transaction with ElevateDesign Ventures Inc. (EDVI), launching as a national integrated facility services platform under the ticker symbol SERV on the TSX Venture Exchange.
• The transaction involved a three-cornered amalgamation where Elevate acquired EDVI, which in turn acquired Infinity Group Construction Inc. and First Choice Maintenance Inc. (FCM).
• Concurrently, the company completed a private placement raising approximately $9.1 million and secured an $8 million senior secured credit facility to support the acquisitions and working capital.

Key Details

• Qualifying Transaction Structure: Completed via a three-cornered amalgamation under the Business Corporations Act (Ontario) among Elevate, EDVI, and 1001280684 Ontario Inc. (a wholly owned subsidiary). EDVI became a wholly owned subsidiary of Elevate.
• Consideration for EDVI Acquisition: Elevate issued an aggregate of 18,535,000 Elevate shares to EDVI shareholders.
• Acquisition of Infinity and FCM: EDVI acquired Infinity Group Construction Inc. and First Choice Maintenance Inc.
  • Cash Consideration: $8.1 million.
  • Promissory Note: $6.35 million interest-bearing note with the following terms:
    • Term: 3 years.
    • Interest: Non-compounded, 2% for Year 1, 3% for Year 2, 4% for Year 3, payable on maturity.
    • Default Rate: If not fully paid within 3 years, interest increases to 8% per annum starting Day 1 of Year 4, and 10% per annum starting Day 1 of Year 5 until fully paid.
  • Equity Consideration: $4 million in Elevate shares, issued at the same price per share as the subscription receipts.
• Private Placement Details:
  • Gross Proceeds: $9,088,000.
  • Units Issued: 9,088,000 subscription receipts exchanged for 9,088,000 Elevate shares.
  • Price: $1.00 per subscription receipt.
  • Agent Compensation: Beacon Securities Ltd. and syndicate received $358,610 in cash and 372,411 compensation options.
  • Option Terms: Exercise price of $1.00 per share, exercisable for a period of two years.
• Credit Facility: EDVI entered into a senior secured credit facility with a Schedule I Canadian Bank:
  • Term Loan: $8 million, fixed interest rate of 4.92% for one year, repayable in monthly installments of principal and interest, amortized over 7 years, contractual term of 2.5 years. Proceeds used to partially finance Infinity/FCM acquisition.
  • Revolving Operating Line: $1 million (uncommitted), interest at lender's prime rate + 1.25% per annum, payable monthly.
  • Equipment Line: $1 million (uncommitted until drawn) for fixed asset financing; rate determined at borrowing.
  • Business Visa: $400,000.
  • Security: First-ranking general security agreement over all present and after-acquired personal property of EDVI, Infinity, and FCM, including a charge over shares of Infinity and FCM and an assignment of term deposits/credit balances.
• Share Capital Structure (Post-Transaction):
  • Total Shares Outstanding: 32,646,500 (non-diluted).
  • Ownership Breakdown:
    • Former EDVI shareholders: ~56.8%.
    • Private placement participants: ~27.8%.
    • Former Infinity/FCM shareholder: ~12.3%.
    • Former Aim6 shareholders: ~3.1%.
• Escrow Arrangements:
  • Tier 1 Escrow: 22,535,000 shares placed in escrow; 25% released upon exchange bulletin issuance.
  • Voluntary Lock-up: Tier 1 escrow shares plus 2,000,000 shares purchased by officers/directors are subject to a 1-year lock-up from the exchange bulletin date.
  • CPC Escrow: 546,250 shares subject to exchange CPC escrow agreement; 25% released upon exchange bulletin issuance.
• Early Warning Disclosures:
  • Romeo Di Battista Jr.: Acquired 11,156,500 shares (~34.2% of issued/outstanding on non-diluted basis).
  • Gary Raulino: Acquired 4,000,000 shares (~12.3% of issued/outstanding on non-diluted basis).
• New Directors and Officers:
  • Paul Bissett (CEO, Director)
  • Harjit Brar (CFO, Corporate Secretary, Director)
  • Gary Raulino (Director)
  • Dwayne Roberts (Director)
  • Romeo Di Battista Jr. (Chairman, Director)
  • Aaron Unger (Director)
  • Sebastien Koechli (Director)
• Exchange Status: Elevate will be classified as a Tier 1 issuer under ticker symbol SERV following the issuance of the exchange bulletin.

Notable Quotes

• "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."