Aim6 Ventures details terms of QT with ElevateDesign

Executive Summary

• Aim6 Ventures Inc. is proceeding with a qualifying transaction (reverse takeover) to combine with ElevateDesign Ventures Inc., which will result in the formation of Elevate Service Group Inc., a national provider of facilities management and commercial services.
• The transaction involves the acquisition of two operating subsidiaries, Infinity Group Construction Inc. and First Choice Maintenance Inc. (FCM), which together generate approximately $30 million in annual revenue and over $3 million in operating income.
• The deal is financed through an $8.0 million brokered private placement and a $10.0 million senior secured credit facility, with a targeted closing in October 2025 and a listing application for Tier 1 status on the TSX Venture Exchange under the ticker SERV.

Key Details

• Transaction Structure: A three-cornered amalgamation under the Ontario Business Corporations Act (OBCA) between Aim6 Ventures, ElevateDesign, and a wholly-owned subsidiary (Subco). Aim6 will change its name to Elevate Service Group Inc.
• Acquisition Targets: Infinity Group Construction Inc. and First Choice Maintenance Inc. (FCM).
• Target Financials (2024):
  • Revenue: ~$30 million.
  • Operating Income: >$3 million.
  • History: Over 20 years of operation with consistent profitability and national blue-chip clients.
• Acquisition Consideration:
  • Cash: $8.1 million paid at completion.
  • Promissory Note: $6.35 million, interest-bearing, 3-year term. Interest rates: 2% (Year 1), 3% (Year 2), 4% (Year 3). If unpaid after 3 years, rate increases to 8% (Year 4) and 10% (Year 5+).
  • Equity: $4 million in resulting issuer shares, issued at the same price as the private placement ($1/share).
• Financing:
  • Private Placement: ~$8.0 million gross proceeds from the sale of 8.0 million subscription receipts at $1.00 per receipt.
  • Credit Facility: $10.0 million senior secured credit facility with a Schedule I Canadian bank. Structure includes a 7-year amortizing term loan, a revolving credit facility, and a revolving capex facility. Initial term is 30 months.
  • Use of Proceeds: To finance the Infinity/FCM acquisitions, technology investments, fleet/building upgrades, potential future acquisitions, and working capital.
• Capitalization & Share Structure:
  • Expected post-closing share count: 31,558,500 shares (assuming full private placement).
  • Share Consolidation: 8.695652 pre-consolidation shares for every 1 post-consolidation share.
  • RSUs: 1.85 million restricted share units granted to directors and consultants.
• Agent Fees & Warrants:
  • Cash Fee: 7.0% of gross proceeds (reduced to 2.5% for specific "president's list" subscribers).
  • Compensation Options: 7.0% of subscription receipts issued (reduced to 2.5% for president's list), exercisable at $1.00/share for 24 months.
  • Over-allotment Option: Agents have an option to sell up to 15% additional subscription receipts.
• Management Changes:
  • Paul Bissett: Proposed CEO and Director (Former MD at Stifel Financial/GMP Securities).
  • Romeo Di Battista Jr.: Proposed Chairman (Founder, Westmount Park Investments).
  • Harjit Brar: Proposed CFO, Secretary, and Director (Former CFO of RediShred Capital Corp.).
  • Dwayne Roberts: President of Infinity and FCM.
  • Gary Raulino: Founder of Infinity and FCM.
  • Aaron Unger: Proposed Director (Principal, Bayline Capital Partners).
  • Sebastien Koechli: Proposed Director (Managing Director, Helia Capital).
  • Note: Current directors/officers of Aim6 (except Aaron Unger) will resign.
• Regulatory & Timeline:
  • Target Closing: October 2025.
  • Listing: Application for Tier 1 industrial issuer status on TSX-V under ticker SERV.
  • Conditions: TSX-V approval, shareholder approval (ancillary matters approved Aug 8, 2025), and completion of the Infinity/FCM acquisition.

Notable Quotes

• "This transaction is about pairing earnings and reoccurring revenue with disciplined growth," said Paul Bissett, proposed chief executive officer. "Infinity and FCM bring two decades of trusted service, national client relationships and consistent profitability that we intend to amplify through technology, growth capital and operational excellence."
• "Elevate represents the type of enduring, cash-generating business our family office was designed to support," said Romeo Di Battista Jr., proposed chairman. "We see a long runway of shareholder value creation through focused acquisitions and by supporting exceptional operators with institutional governance, patient capital and a long-term ownership mindset."