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Elevate Service Group Signs LOI to Acquire Red Lake Plumbing & Heating, Establishing Northwestern Ontario Service Platform

The proposed acquisition would add licensed plumbing, HVAC and gas-fitting capacity to Elevate's technician network.

(Very High)

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

Elevate Service Group (ESVCF) signed a letter of intent to acquire Red Lake Plumbing & Heating for $1.3 million. The proposed purchase of 100% of Red Lake from Métis Infinity Investments comprises $650,000 cash at closing, $300,000 in Elevate common shares and a $350,000 promissory note.

The acquisition would establish a Northwestern Ontario operating base and add over ten licensed technicians. Red Lake's audited 2025 results included $3.7 million revenue and $0.3 million net income before taxes. Métis Infinity would become an Elevate shareholder; the issued shares would have a three-year lock-up, releasing one-third annually. The three-year note carries annual interest rates of 2%, 3% and 4%, payable with principal at maturity. Elevate expects completion by year-end 2026, subject to definitive documentation and TSX Venture Exchange approval. The LOI is non-binding except for exclusivity, confidentiality and expense provisions.

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6 points · 0 major

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

0 major · 6 points

Hollow bars mark forward-looking points. How the balance works

Positive

  • Moderate point. Forward-looking: it has not happened yet and may not happen.Proposed 100% acquisition of Red Lake would establish Elevate's Northwestern Ontario operating base.
  • Minor point. Forward-looking: it has not happened yet and may not happen.Red Lake would add over ten licensed technicians in plumbing, HVAC and gas fitting.
  • Minor point. Forward-looking: it has not happened yet and may not happen.Elevate expects to introduce broader commercial facilities services to Red Lake's commercial and industrial customers.
  • Minor point. Forward-looking: it has not happened yet and may not happen.Red Lake's technician network would add capacity for Elevate's national customers throughout Northwestern Ontario.
  • Minor point. Forward-looking: it has not happened yet and may not happen.Métis Infinity would become an Elevate shareholder, establishing a partnership upon closing.
  • Minor point. Forward-looking: it has not happened yet and may not happen.Elevate intends to expand resources and coverage in remote markets, including First Nations communities.

Negative

  • Moderate point. Forward-looking: it has not happened yet and may not happen.Proposed acquisition requires $650,000 cash at closing.
  • Moderate pointLOI is non-binding except for exclusivity, confidentiality and expense provisions.
  • Minor point. Forward-looking: it has not happened yet and may not happen.Proposed issuance of $300,000 in common shares would dilute existing holders; share count uses a pre-closing formula.
  • Minor point. Forward-looking: it has not happened yet and may not happen.Proposed $350,000 subordinated promissory note adds a three-year obligation, with principal and accrued interest due at maturity.
  • Minor point. Forward-looking: it has not happened yet and may not happen.Note interest accrues at 2% in year one, 3% in year two and 4% in year three.
  • Minor point. Forward-looking: it has not happened yet and may not happen.Expected year-end 2026 completion depends on definitive documentation and TSX Venture Exchange approval.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Proposed acquisition adds licensed plumbing, gas and HVAC capabilities, expands Elevate's reach across remote northern markets and Indigenous communities, and establishes a partnership with Métis Infinity Investments

Toronto, Ontario--(Newsfile Corp. - October 28, 2026) - Elevate Service Group Inc. (TSXV: SERV) (OTCQB: ESVCF) (FSE: Y19) ("Elevate" or the "Company") is pleased to announce it has entered into a letter of intent (the "LOI") to acquire 100% of the issued and outstanding shares of Red Lake Plumbing & Heating Inc. ("Red Lake") from Métis Infinity Investments Limited Partnership ("Métis Infinity" or the "Vendor") (the "Proposed Acquisition").

About Red Lake Plumbing & Heating

Red Lake is an established plumbing, heating and air-conditioning service provider based in Red Lake, Ontario, 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 ten licensed technicians to the Company's internal network and creating a partnership with Métis Infinity, which will become a shareholder of Elevate upon closing. Red Lake generated 2025 annual revenue of $3.7 million, EBITDA(1) of $0.4 million and net income before taxes of $0.3 million, based on Red Lake's audited financial statements for the period.

Strategic Rationale

The Proposed Acquisition advances Elevate's strategy of building a national, multi-trade facilities services 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 workforce, 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 ten licensed plumbing, HVAC, and gas fitting professionals to Elevate's internal technician network, complementing existing mechanical and facilities maintenance capabilities.

  • Commercial Cross-Selling and Integration Opportunities. Elevate expects to introduce its broader suite of commercial facilities 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 Métis Infinity. Métis Infinity Investments is the economic development arm of the Métis Nation of Ontario and was established to pursue investments and strategic partnerships supporting Métis economic prosperity. Post-closing, Métis 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 Nations 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 workforce and deep community relationships in a market that is difficult to serve organically. Importantly, it also establishes a relationship with Métis 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 LOI, Elevate will acquire 100% 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% in year one, 3% in year two and 4% 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 facilities management and essential commercial services 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".

About Métis Infinity Investments

Métis Infinity Investments is the economic development arm of the Métis Nation of Ontario. Established in 2015, it pursues business investments, equity ownership and joint ventures that support Métis economic prosperity across Ontario. Métis Infinity acquired Red Lake Plumbing & Heating in 2019.

Cautionary Note Regarding Forward-Looking Information

This press release contains statements that constitute "forward-looking information" within the meaning of 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 the Proposed Acquisition, the terms thereof, the entering into of a definitive agreement, the expected timing of closing, the expected benefits of the Proposed Acquisition and of the partnership with Métis Infinity, and other 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 due diligence will be satisfactory, that a definitive agreement will be entered into on the terms described, and that regulatory and other approvals for the Proposed Acquisition 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: the non-binding nature of the LOI; the outcome of due diligence; failure to negotiate and enter into a definitive agreement; failure to receive board, regulatory or third-party approvals for the Proposed Acquisition; integration risks; 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.

Cautionary Note Regarding Non-IFRS and Non-ASPE Measures

This press release makes reference to certain Non-IFRS and Non-ASPE measures that do not have a standardized meaning under IFRS or ASPE and therefore may not be comparable to similarly titled measures presented by other publicly traded companies. The Company includes these measures as a means of measuring financial performance. More specifically, the Company makes reference to the following Non-IFRS and Non-ASPE measures:

(1) EBITDA is defined as earnings before interest, taxes, depreciation and amortization.

For further information, please contact:

Elevate Service Group

Paul Bissett, CEO

info@elevateservicegroup.com

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.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/321359

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What are the terms of Elevate's proposed Red Lake acquisition?

Elevate proposes to acquire 100% of Red Lake for $1.3 million, comprising $650,000 cash at closing, $300,000 in Elevate common shares and a $350,000 promissory note. The transaction remains subject to definitive documentation and TSX Venture Exchange approval.

When does Elevate expect to complete the Red Lake acquisition?

Elevate expects to complete the proposed acquisition by the end of 2026. The LOI is non-binding except for provisions relating to exclusivity, confidentiality and expenses.

What financial results did Red Lake report before Elevate's proposed acquisition?

Red Lake's audited 2025 financial statements showed $3.7 million annual revenue, $0.4 million EBITDA and $0.3 million net income before taxes. EBITDA means earnings before interest, taxes, depreciation and amortization.

What restrictions apply to the Elevate shares issued for Red Lake?

The shares would be subject to a three-year lock-up, with one-third released each year. The number issued would be determined using a set formula before closing.

How would the Red Lake acquisition promissory note rank against Elevate's other debt?

The proposed promissory note would be subordinated to Elevate's senior secured obligations. It would have a three-year term, with principal and accrued interest payable at maturity.

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