Mr. Paul Bissett reports

ELEVATE SERVICE GROUP SIGNS LOI TO ACQUIRE RED LAKE PLUMBING & HEATING, ESTABLISHING NORTHWESTERN ONTARIO SERVICE PLATFORM

Elevate Service Group Inc. has entered into a letter of intent to acquire 100 per cent of the issued and outstanding shares of Red Lake Plumbing & Heating Inc. from Metis Infinity Investments Limited Partnership.

About Red Lake Plumbing & Heating Inc.

Red Lake is an established plumbing, heating and air conditioning service provider based in Red Lake, Ont., serving commercial, industrial and residential customers across Northern and indigenous communities. The proposed acquisition would establish a permanent operating base for Elevate in Northwestern Ontario, adding over 10 licensed technicians to the company's internal network and creating a partnership with Metis Infinity, which will become a shareholder of Elevate upon closing. Red Lake generated 2025 annual revenue of $3.7-million, earnings before interest, taxes, depreciation and amortization of $400,000, and net income before taxes of $300,000 based on Red Lake's audited financial statements for the period.

Strategic rationale

The proposed acquisition advances Elevate's strategy of building a national, multitrade facilities service platform and is strategically important beyond its current size.

• Establishes Northwestern Ontario platform: As one of the largest service providers in the area, Red Lake brings an established work force, customer base and infrastructure that is difficult to replicate organically within remote markets. The proposed acquisition provides Elevate an operating base to serve commercial, industrial and institutional customers across Northwestern Ontario while providing a platform for expansion into other remote communities.
• Adds licensed skilled trades to technician network: Red Lake would add over 10 licensed plumbing, HVAC and gas fitting professionals to Elevate's internal technician network, complementing existing mechanical and facility maintenance capabilities.
• Commercial cross-selling and integration opportunities: Elevate expects to introduce its broader suite of commercial facility services, including electrical, lighting and equipment services to Red Lake's commercial and industrial customers. At the same time, Red Lake's local technician network provides additional capacity to service Elevate's existing and prospective national customers throughout Northwestern Ontario.
• Partnership with Metis Infinity: Metis Infinity Investments is the economic development arm of the Metis Nation of Ontario and was established to pursue investments and strategic partnerships supporting Metis economic prosperity. Postclosing, Metis Infinity will obtain an ownership stake in Elevate, creating the foundation for a broader strategic relationship. Elevate intends to add resources and coverage to remote, underserved markets, including first nation communities, building upon existing community relationships through expanded service coverage, employee hiring and training.

"Red Lake represents the type of strategic acquisition we are pursuing as we build Elevate's national service platform," said Romeo Di Battista Jr., executive chairman of Elevate. "The transaction brings an established operating business, a skilled work force and deep community relationships in a market that is difficult to serve organically. Importantly, it also establishes a relationship with Metis Infinity Investments, creating opportunities to expand our commercial service capabilities across Northwestern Ontario while supporting economic development in the communities we serve."

Proposed terms and conditions to closing

Under the terms of the letter of intent, Elevate will acquire 100 per cent of the shares of Red Lake for an aggregate purchase price of $1.3-million including $650,000 of cash at closing, $300,000 of Elevate common shares and a $350,000 promissory note. The number of Elevate common shares issued will be determined using a set formula prior to closing, and the shares will be subject to a three-year lock-up, with one-third released each year. The promissory note is subordinated to senior secured obligations of the company, has a three-year term, accrues interest at 2 per cent in year one, 3 per cent in year two and 4 per cent in year three, and is payable along with accrued interest at maturity. The LOI is non-binding, other than customary provisions relating to exclusivity, confidentiality and expenses. The proposed acquisition is expected to be completed by the end of 2026, and is subject to conditions including finalizing definitive documentation and approval of the TSX Venture Exchange.

About Elevate Service Group Inc.

Elevate is a national facility management and essential commercial service platform focused on consolidating and modernizing this fragmented sector. Through its operating companies, Elevate brings over 20 years of experience as a trusted partner to national, blue-chip customers. Elevate's strategy is to integrate a portfolio of profitable operating businesses across a scalable, national platform supported by shared infrastructure, technology and operational best practices. This approach drives efficiencies, expands service offerings and enhances customer outcomes while extending Elevate's geographic reach. Elevate trades on the TSX Venture Exchange under the ticker SERV, on the OTCQB under the symbol ESVCF and on the Frankfurt Stock Exchange under the symbol Y19.

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