Toronto, Ontario--(Newsfile Corp. - November 13, 2025) - Elevate Service Group Inc. (formerly, AIM6 Ventures Inc. ("AIM6")) ("Elevate" or the "Company") is pleased to announce that it has successfully completed its previously announced qualifying transaction (the "Qualifying Transaction"), as defined by Policy 2.4 of the TSX Venture Exchange (the "Exchange") with ElevateDesign Ventures Inc. ("EDVI"). Following the successful $9.1 million financing completed on November 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 ("Elevate Shares") on the Exchange is expected to commence on or about November 17, 2025, under the ticker symbol "SERV", subject to the issuance by the Exchange of its final bulletin (the "Exchange 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 (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 (the "Infinity-FCM Transaction") of Infinity Group Construction Inc. ("Infinity") 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 was comprised of (a) $8,100,000 in cash; (b) a $6,350,000 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% for the first year, 3% for the second year and 4% 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 annum beginning on the first day of the fourth year, and shall further increase to 10% 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 $4,000,000 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% of the Elevate Shares, former shareholders of AIM6 prior to completion of the Qualifying Transaction hold approximately 3.1% of the Elevate Shares, participants in the Private Placement (as defined herein) hold approximately 27.8% of the Elevate Shares, and the former shareholder of Infinity and FCM holds approximately 12.3% of the Elevate Shares.

Further details of the Qualifying Transaction are contained in the news releases of the Company dated July 7, 2025, October 8, 2025 and October 24, 2025, as well as the filing statement of the Company dated October 23, 2025 (the "Filing Statement"), prepared in accordance with the requirements of the Exchange, The Filing Statement is available under the Company's issuer profile on SEDAR+ at www.sedarplus.ca.

The Private Placement

Concurrently with the completion of the Qualifying Transaction, each subscription receipt from the previously completed private placement (the "Private Placement") (see Elevate's press releases dated October 9, 2025 and November 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 (each, a "Subscription Receipt") at a price of $1.00 per Subscription Receipt. In connection with the Private Placement, Beacon Securities Limited, together with a syndicate of agents (collectively, the "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 $1.00 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 (the "Credit Agreement") with a Schedule I Canadian bank (the "Lender") for the provision of: (i) an $8,000,000 term loan, bearing interest at a fixed rate of 4.92% for one year, repayable in monthly installments of principal and interest, amortized over a period of seven (7) years, for a contractual term of 2.5 years (the "Term Loan"). The proceeds of the Term Loan will be used to partially finance the acquisition of Infinity and FCM; (ii) a $1,000,000 uncommitted revolving demand operating line, with amounts borrowed bearing interest at the Lender's prime rate plus 1.25% per annum, with interest payable monthly; (iii) a $1,000,000 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 ongoing 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 (the "Tier 1 Escrow Shares"), 25% 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 2,000,000 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 (1) year following the Exchange Bulletin; and (ii) an aggregate of 546,250 Elevate Shares are subject to an Exchange CPC Escrow Agreement, 25% 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:

"This transaction marks an important inflection point as we execute on our vision to modernize essential facility services across Canada," said Paul Bissett, Chief Executive Officer. "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 Romeo Di Battista Jr., 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 Romeo Di Battista and Gary 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, Romeo Di Battista had no ownership of, or exercised control or direction over, any voting or equity securities of the Company. In connection with the Qualifying Transaction, Romeo Di Battista acquired ownership of 11,156,500 Elevate Shares (representing approximately 34.2% of the issued and outstanding Elevate Shares on a non-diluted basis and 31.9% on a fully diluted basis).

Prior to the completion of the Qualifying Transaction, Gary 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, Gary Raulino acquired ownership of 4,000,000 common shares of Elevate (representing approximately 12.3% of the issued and outstanding Elevate Shares on a non-diluted basis and 11.4% on a fully diluted basis).

Each of Romeo Di Battista and Gary 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 Romeo Di Battista and Gary 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.

Elevate Service Group 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".

Cautionary Note Regarding Forward-Looking Information

This press release contains statements that constitute "forward-looking information" ("forward-looking information") within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking information and are based on expectations, estimates, and projections as of the date of this news release. Any statement that discusses predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events, or performance (often but not always using phrases such as "expects", "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "budgets", "schedules", "forecasts", "estimates", "believes" or "intends" or variations of such words and phrases or stating that certain actions, events, or results "may" or "could", "would", "might" or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward-looking information.

In disclosing the forward-looking information contained in this press release, the Company has made certain assumptions, including that regulatory approvals for the Qualifying Transaction will be received. Although the Company believes that the expectations reflected in such forward-looking information are reasonable, it can give no assurance that the expectations of any forward-looking information will prove to be correct. Known and unknown risks, uncertainties, and other factors may cause actual results and future events to differ materially from those expressed or implied by such forward-looking information. Such factors include but are not limited to: availability of financing; delay or failure to receive board, shareholder, or regulatory approvals; and general business, economic, competitive, political, and social uncertainties. Accordingly, readers should not place undue reliance on the forward-looking information contained in this press release. Except as required by law, the Company disclaims any intention and assumes no obligation to update or revise any forward-looking information to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward-looking information, or otherwise.

The TSXV has in no way passed upon the merits of the Qualifying Transaction and has not approved or disapproved of the contents of this news release.

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

SOURCE: Elevate Service Group Inc.

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