Kraken Robotics Announces Closing of $402.5 Million Public Offering of Subscription Receipts

Executive Summary

• Kraken Robotics completed its previously announced subscription receipt offering, issuing 47,353,550 receipts at $8.50 each for gross proceeds of approximately $402.5 million.
• Net proceeds will be used to partially fund the cash portion of the $615 million acquisition of Covelya Group Limited, with the transaction expected to close in Q2 2026.
• The subscription receipts begin trading on the TSX Venture Exchange under the symbol “PNG.R”; holders will receive one common share upon satisfaction or waiver of specified release conditions, otherwise a cash redemption at the offering price plus accrued interest.

Key Details

• Offering Size: 47,353,550 Subscription Receipts (including 6,176,550 over‑allotment receipts).
• Price per Receipt: $8.50.
• Gross Proceeds: ~ $402.5 million.
• Use of Proceeds: Partial funding of cash consideration for Covelya Group acquisition (~ $615 million total purchase price, excluding transaction costs).
• Acquisition Timing: Anticipated closing in the second quarter of 2026.
• Receipt Mechanics: Each receipt converts to one common share of Kraken upon satisfaction/waiver of release conditions (including all acquisition‑related conditions except payment of purchase price). If not satisfied by 5:00 p.m. EST on Dec 31 2026, holders receive cash equal to the offering price plus pro‑rated escrow interest; receipts are then cancelled.
• Escrow Arrangement: Gross proceeds less 50% underwriter commission and certain expenses deposited in escrow with Computershare Trust Company of Canada per a subscription receipt agreement dated March 12 2026.
• Trading Symbol: PNG.R (CUSIP: 50077N128, ISIN: CA50077N1289) on the TSX Venture Exchange effective today.
• Underwriter Syndicate: Co‑led by Scotiabank and Desjardins Capital Markets; participants also include Canaccord Genuity Corp., Jefferies Securities Inc., TD Securities Inc., Cormark Securities Inc., Raymond James Ltd., and National Bank Financial Inc.
• Regulatory Notice: The securities are not registered under the U.S. Securities Act and may not be offered or sold in the United States except pursuant to applicable exemptions.

Notable Quotes

(No executive quotes were included in this release.)