Toronto, Ontario--(Newsfile Corp. - October 8, 2025) - AIM6 Ventures Inc. (TSXV: AIMF.P) ("AIM6" or the "Company") and ElevateDesign Ventures Inc. ("Elevate") are pleased to provide further details on their proposed qualifying transaction (the "Qualifying Transaction"), as such term is defined in Policy 2.4 - Capital Pool Companies of the TSX Venture Exchange (the "TSXV") Corporate Finance Manual. Elevate is pleased to provide an update on the significant steps forward in creating a scalable, profitable, and technology-enabled national facilities management platform with a strong operating history.
As previously announced on February 19 and July 7, 2025, the Company intends to complete a business combination with Elevate and its to-be-acquired operating subsidiaries, which will constitute an arm's length reverse takeover transaction of the Company.
Concurrently with the completion of the Qualifying Transaction, Elevate intends to complete the acquisitions of Infinity Group Construction Inc. ("Infinity") and First Choice Maintenance Inc. ("FCM"), as outlined below. The Company also intends to change its name to "Elevate Service Group Inc." (the "Resulting Issuer"). The Company has applied to be listed as a Tier 1 Industrial Issuer on the TSXV (as defined by the policies of the TSXV) under the ticker "SERV", positioning the Resulting Issuer as a leading, technology-driven consolidator in a multi-billion-dollar market with attractive aspects of reoccurring revenue, scale and cash flow generation.
As described below, Elevate expects to close its brokered private placement (the "Private Placement") of approximately $8.0 million of subscription receipts (the "Subscription Receipts") and enter into a senior secured credit facility (the "Credit Facility") with a Schedule I Canadian bank for $10.0 million to fund the acquisitions of Infinity and FCM and to provide capital for future growth.
Closing of the Qualifying Transaction is expected to occur in October 2025 and will be subject to the receipt of all requisite regulatory approvals (including the approval of the TSXV), requisite shareholder approvals and the satisfaction of other customary conditions.
Transaction Highlights
- $30 million revenue for 2024 with over $3 million of operating income.
- $8 million brokered private placement at $1.00 per share.
- $10 million senior secured credit facility from a Schedule I Canadian bank.
- Tier 1 TSXV listing application.
- Proposed ticker "SERV".
- Targeted closing October 2025.
Transaction Background and Business History
Elevate was incorporated under the Business Corporations Act (Ontario) (the "OBCA") in February 2024 to strategically consolidate and modernize the facility management and essential commercial services sectors, building a portfolio of operating businesses that deliver superior customer outcomes, drive operational efficiencies, enable technology adoption, and expand market reach.
This transaction builds on that foundation and represents the next phase of growth for Elevate, combining proven operators, strong earnings, and growth capital to drive expansion across Canada.
Elevate intends to deliver comprehensive and fully integrated facility services to clients across retail, food service, hospitality, healthcare, and commercial real estate. Built upon a foundation of stable recurring revenue with a scalable operating model, Elevate's strategy is to create value from both organic expansion and through the acquisition of profitable and complementary companies. The platform's focus on modernization, efficiency, and reoccurring services aligns with demand for defensive, cash-generating business models. By combining strong regional operators under one national platform, Elevate aims to modernize an industry with scale, technology integration, and customer-focused service.
"This transaction is about pairing earnings and reoccurring revenue with disciplined growth," said Paul Bissett, proposed Chief Executive Officer of the Resulting Issuer. "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 of the Resulting Issuer. "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."
On February 14, 2025, Elevate entered into a definitive agreement to acquire Infinity and FCM as core platform operating companies (the "Infinity-FCM Transaction"). Founded in 2003, Infinity and FCM are national facility management businesses specializing in comprehensive facility management solutions for retailers, restaurants, and property managers. Primary services include plumbing, electrical, equipment repair, design-build renovations, recurring preventive maintenance and data-driven solutions. Infinity and FCM share common ownership and operating systems, and bring over 20 years as trusted partners focused on exceptional service, long-term client relationships, and tech-enabled solutions.
Infinity and FCM's combined operations generate approximately $30 million of annual revenue with consistent profitability and national blue-chip clients. The acquisition of Infinity and FCM provides Elevate with immediate scale, profitability and national reach, serving as a high-quality cornerstone for its consolidation strategy.
The aggregate purchase price of the Infinity-FCM Transaction is comprised of (a) $8,100,000 in cash which shall be paid on completion of the Infinity-FCM Transaction; (b) $6,350,000, subject to post-closing increases or decreases for certain indebtedness and determinations of working capital relative to target amounts specified in the acquisition agreement, to be satisfied by the issuance of an 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 $4,000,000 of Resulting Issuer Shares (as defined below), which shall be issued at the same price per share as the Subscription Receipts issued as part of the Private Placement.
Concurrently with the completion of the Qualifying Transaction, Elevate expects to complete the acquisitions of Infinity and FCM, each of which will become a wholly owned subsidiary of Elevate.
The following table sets out selected aggregate financial information of Infinity and FCM for the years indicated therein:
| C$ | 2022 (unaudited) | 2023 (audited) | 2024 (audited) |
| Total Revenues | $24,867,609 | $28,217,039 | $29,547,432 |
| Operating Income | $3,986,546 | $4,049,289 | $3,076,231 |
| Net Income | $3,012,272 | $2,949,805 | $2,243,079 |
| Total Assets | $6,291,333 | $6,183,612 | $7,631,169 |
| Total Long-Term Financial Liabilities | $195,586 | $177,513 | $628,394 |
Infinity and FCM have delivered consistent revenue growth, durable profitability, and strong cash flow generation over two decades. The financial results of Infinity and FCM include certain items that are considered non-recurring by management of Elevate, including one-time professional, accounting and legal fees related to the sale of Infinity and FCM and certain non-operating expenses incurred by the shareholders of Infinity and FCM. These results underscore the stability of the business model and the underlying strength of the client base across national retail and commercial customers. This historical profitability provides a solid foundation for Elevate's next phase of growth as a publicly traded consolidator.
Financial Information of Elevate
| C$ | 2024(1) (audited) |
| Total Revenues | - |
| Net Income (or Loss) | ($1,126,654) |
| Total Assets | $35,254 |
| Total Liabilities | ($1,126,635) |
(1) Elevate was incorporated on February 14, 2024, and results included are from the date of incorporation through to and including December 31, 2024.
The financial results of Elevate primarily represent start-up costs and non-recurring expenses related to establishing the platform, sourcing and pursuing the proposed Infinity-FCM Transaction, as well as the anticipated Qualifying Transaction. Following completion of the Qualifying Transaction, Elevate is expected to transition rapidly from a development-stage platform to a profitable, cash-flow-positive operating company with meaningful scale and growth capacity.
Proposed Management and Board of Directors
Upon completion of the Qualifying Transaction, it is anticipated that the current directors and officers of the Company, except for Aaron Unger, will resign, and the board of directors and management of the Resulting Issuer will be reconstituted to be comprised of the individuals set out below.
Together, the incoming leadership team combines institutional capital-markets experience, entrepreneurial ownership, and operational depth across industrial services, construction, and real estate - aligning Elevate's growth vision with disciplined execution.
Romeo Di Battista Jr. - Proposed Chairman of the Resulting Issuer
Romeo Di Battista Jr. founded Westmount Park Investments, a second-generation family office and long-term investor built on a foundation of 50 years of successfully owning, managing, and investing in businesses across several industries including real estate, manufacturing, food processing, construction, and technology. Mr. Di Battista was previously the Chief Executive Officer of Brovi Investments Ltd for 20 years, a real estate investment firm founded by his father Romeo Di Battista Sr. over 40 years ago.
Romeo brings over two decades of leadership and success. His expertise lies in identifying and seizing unique opportunities, creating great investments through strong leadership and the introduction of professional management teams. Romeo's strong network provides the foundation for the success of the Westmount Park model and its affiliated group of companies.
Paul Bissett - Proposed CEO & Director of the Resulting Issuer
Paul Bissett is a former senior investment banker with over a decade of business advisory, management, M&A, financing and capital markets experience across various sectors including business services and diversified industrials. Mr. Bissett spent 13 years at Stifel Financial and GMP Securities (acquired by Stifel in 2019), most recently as a Managing Director working with executive teams and boards to lead their capital markets, financing and M&A initiatives. Paul was directly responsible for dozens of notable transactions including equity financings, debt financings, acquisitions and divestitures representing billions in transaction value. Previously, Mr. Bissett held M&A and corporate strategy roles for a major utility services business and began his career working at Deloitte in the Transaction Services group, conducting financial and operational due diligence on behalf of corporate and private equity clients. Mr. Bissett holds a Bachelor of Commerce (Honours) degree from Queen's University and a CPA designation.
Harjit Brar - Proposed CFO, Secretary & Director of the Resulting Issuer
Harjit Brar is an accomplished financial executive. Mr. Brar is the former Chief Financial Officer of RediShred Capital Corp., a business services company focused on document shredding, security and digitization that was publicly-traded on the TSX Venture Exchange and acquired by VRC Companies for $138 million in 2025. While at Redishred, Harjit was directly responsible for all aspects of financial management, accounting and reporting. Previously, Harjit held senior financial roles at a number of public companies including Lifeworks, which traded on the Toronto Stock Exchange prior to being acquired by Telus in 2022. He began his career at Ernst & Young in the Assurance practice, earning a CPA designation, and graduated from York University with a Bachelor of Commerce Degree.
Dwayne Roberts - President of Infinity and FCM
Dwayne Roberts has been the driving force behind Infinity and FCM's growth and expansion over the past 18 years. Mr. Roberts' commitment to the highest standards of quality and excellence has earned Infinity and FCM a reputation for exceptional craftsmanship and client satisfaction. Mr. Roberts has deep industry expertise and relationships and is a trusted partner to his clients. Mr. Roberts focuses on team building and fostering a collaborative work environment to empower employees.
Gary Raulino - Founder of Infinity and FCM
Gary Raulino is a highly accomplished leader with over 20 years of experience in the facility management industry. As the Founder of Infinity and FCM, he has driven the company to new heights, establishing it as a prominent player in the industry. Gary oversees all aspects of the company's operations, including financial performance, business development, and operational efficiency.
Gary's ability to anticipate market demands and adapt to changing industry dynamics has been instrumental in the sustained growth of Infinity and FCM. His focus on continuous improvement and staying at the forefront of industry trends ensures that Infinity and FCM remain at the cutting edge of technology and innovation.
Aaron Unger - Proposed Director of the Resulting Issuer
Aaron Unger is a principal of Bayline Capital Partners, a financial advisory firm that is engaged in providing clients with advisory services relating to fund raising, corporate strategic alternatives and go-public transactions. Mr. Unger is a seasoned corporate finance professional with extensive experience in structuring and executing financings (equity and debt) and mergers and acquisitions. Between June 2006 and October 2015, Aaron served on the Executive Management team and was the Head of Equity Capital Markets at Dundee Capital Markets. Prior to that, Aaron served in the Equity Capital Markets group and Investment Banking group at TD Securities. His career began in the corporate finance group of KPMG, where Aaron specialized in mid-market M&A. Aaron has an LL.B. from Osgoode Hall Law School in Toronto, an MBA from The European University in Montreux, Switzerland and a BA from the University of Western Ontario. He is a member of the Law Society of Ontario.
Sebastien Koechli - Proposed Director of the Resulting Issuer
Sebastien Koechli brings over 15 years of experience in private equity investing, M&A, and corporate finance across a broad range of industries in Canada and internationally. Sebastien is currently a Managing Director at Helia Capital, a single-family office and capital partner focused on helping small and medium-sized businesses achieve transformational growth and transition from founder-led to professionally managed enterprises. Mr. Koechli leads Helia's investment activities and is responsible for sourcing and evaluating potential investment opportunities, structuring transactions, leading due diligence, and ensuring effective governance of portfolio companies at the board level. He is actively involved with Helia Capital's portfolio companies including Fusion Homes, Childventures Early Learning Academy, Plant Power Restaurant Group, and GoLaser Clinics. Previously, Mr. Koechli held various roles in Europe and North America, including Managing Director of a Swiss-based family office and Deputy Head of Securities for EFG International, a global private banking and asset management group. Sebastien holds a BA and MSc in Finance and Management from HEC Lausanne.
Details of the Acquisition Agreement and Qualifying Transaction
On July 7, 2025, the acquisition agreement (the "Acquisition Agreement") in respect of the Qualifying Transaction was entered into by the Company, Elevate and 1001280684 Ontario Inc. ("Subco"), a wholly owned subsidiary of the Company incorporated for the purpose of completing the Amalgamation (as defined herein).
The Acquisition Agreement provides for, among other things, a three-cornered amalgamation under the OBCA, among the Company, Elevate, and Subco (the "Amalgamation"), pursuant to which:
- Elevate will amalgamate with Subco under Section 174 of the OBCA to form one corporation; and
- each common share of Elevate (each, an "Elevate Share") outstanding immediately prior to the effective time (the "Effective Time") of the closing of the Qualifying Transaction that is held by a shareholder of Elevate (an "Elevate Shareholder") will be exchanged for one (1) post-Consolidation Common Share (as defined below).
In addition, prior to the Effective Time, the Company intends to effect (i) a consolidation (the "Consolidation") of its outstanding common shares (the "Common Shares") on the basis of 8.695652 pre-Consolidation Common Shares for every one (1) post-Consolidation Common Share (each a "Resulting Issuer Share"); and (ii) effect a change of its corporate name to "Elevate Service Group Inc." or such other name as agreed to by the Company and Elevate and acceptable to the applicable regulatory authorities (the "Name Change").
Completion of the Infinity-FCM Transaction is required for acceptance of the Qualifying Transaction by the TSXV.
The Resulting Issuer is expected to have 31,558,500 Resulting Issuer Shares outstanding following completion of the Qualifying Transaction and after giving effect to the Private Placement, assuming the issuance of 8,000,000 Subscription Receipts in connection with the Private Placement. In connection with the Qualifying Transaction, 1,850,000 restricted share units will be granted to directors and consultants of the Resulting Issuer.
Consolidated Capitalization
The following table outlines the expected number of Resulting Issuer Shares to be outstanding after giving effect to the Qualifying Transaction:
| Designation of Security | Resulting Issuer Shares after giving effect to the Qualifying Transaction and Private Placement |
| Resulting Issuer Shares held by former holders of AIM6 Consolidated Shares | 1,023,500(1) |
| Resulting Issuer Shares held by former holders of Elevate Shares(2) | 18,535,000 |
| Resulting Issuer Shares held by the vendor of Infinity and FCM | 4,000,000 |
| Resulting Issuer Shares to be issued as a result of the Private Placement | 8,000,000 |
| Total Resulting Issuer Shares Outstanding (Undiluted) | 31,558,500 |
Notes:
- Subject to rounding at the individual shareholder level.
- Excludes Resulting Issuer Shares that were exchanged for Elevate Shares purchased in connection with the Private Placement.
Details of the Credit Facility
Elevate has also entered into a $10.0 million senior secured Credit Facility with a Schedule I Canadian bank comprised of a term loan amortized over seven years, a revolving credit facility, and a revolving capital expenditure facility providing funding to partially finance the acquisition of Infinity and FCM, finance working capital needs and fund equipment and vehicle purchases. The Credit Facility has an initial term of thirty-months.
Details of the Private Placement Financing
In connection with and as a condition to the Qualifying Transaction, Elevate intends to complete an equity financing through a Private Placement of approximately 8.0 million Subscription Receipts at a price of $1.00 per Subscription Receipt (the "Issue Price") for gross proceeds of approximately $8.0 million. Pursuant to the terms of the Subscription Receipt Agreement (as defined below), each Subscription Receipt shall automatically be exchanged, without payment of any additional consideration, for one (1) Elevate Share upon satisfaction of the Escrow Release Conditions (as defined below), which Elevate Shares shall then be forthwith exchanged for Resulting Issuer Shares pursuant to the completion of the Qualifying Transaction.
Elevate has engaged Beacon Securities Limited ("Beacon") to serve as lead agent on a commercially reasonable best-efforts basis in connection with the Private Placement. The Subscription Receipts will be sold to "accredited investors" pursuant to exemptions from prospectus requirements under Canadian securities laws and/or in jurisdictions other than Canada that are mutually agreed to by Elevate and Beacon. The net proceeds of the Private Placement will be used to support the Infinity-FCM Transaction, for investments in technology, building and fleet, to support potential acquisitions, and for working capital and general corporate purposes. The Private Placement is expected to close on or about October 9, 2025.
The Company has granted Beacon and a syndicate of agents (collectively, the "Agents") an option, exercisable in whole or in part by Beacon by giving notice to the Company at any time up to 48 hours prior to the closing of the Private Placement to sell up to an additional number of Subscription Receipts equal to 15% of the base Private Placement size at the Issue Price.
At closing of the Private Placement, the proceeds from the Private Placement, including the Agent's Fee (as defined herein) less certain expenses (collectively, the "Escrowed Funds") shall be placed in escrow with a Canadian trust company (the "Subscription Receipt Agent"), and invested pursuant to the terms of a subscription receipt agreement (the "Subscription Receipt Agreement"), to be entered into among Elevate, the Company, Beacon and the Subscription Receipt Agent. Upon satisfaction of certain conditions for the release of the Escrowed Funds to be set forth in the Subscription Receipt Agreement (including confirmation from Elevate of the satisfaction or waiver of all conditions to the Qualifying Transaction and receipt of all required stock exchange, regulatory and shareholder approvals for the Qualifying Transaction) (the "Escrow Release Conditions") and prior to the deadline for their release stipulated in the Subscription Receipt Agreement, the Subscription Receipt Agent will release the Escrowed Funds, less the Agent's Fee and other expenses. In the event that the Escrow Release Conditions are not satisfied on or before the stipulated deadline, the gross proceeds will be returned to the holders of the Subscription Receipts and the Subscription Receipts will be automatically cancelled.
The Agents will be paid a cash fee (the "Agent's Fee") of 7.0% of the gross proceeds of the Private Placement. Notwithstanding the foregoing, the Agent's Fee will be reduced to 2.5% for gross proceeds received by certain parties identified by Elevate (the "President's List"). The Agents will also be granted a number of compensation options (the "Compensation Options") equal to 7.0% of the number of Subscription Receipts issued to investors in the Private Placement (reduced to 2.5% for President's List subscribers). Each Compensation Option will be exercisable for one share of the Resulting Issuer (subject to any necessary adjustment) at the Issue Price for a period of 24 months following satisfaction of the Escrow Release Conditions.
Company Shareholder Approval
The Qualifying Transaction is not a Non-Arm's Length Qualifying Transaction (as defined in the policies of the TSXV) and, accordingly, the Company is not required to obtain the approval of its shareholders for the Qualifying Transaction. However, the Company held a special meeting of its shareholders on August 8, 2025, at which the shareholders of the Company approved certain matters ancillary to the Qualifying Transaction, including the Name Change, the Consolidation, the election of the proposed directors of the Resulting Issuer, and the adoption of a new omnibus incentive plan for the Resulting Issuer.
Conditions Precedent
The completion of the Qualifying Transaction remains subject to a number of terms and conditions set forth in the Acquisition Agreement, including, among other things (i) there being no material adverse change in respect of either of the parties thereto, (ii) the receipt of all necessary consents, orders and regulatory and shareholder approvals, including the conditional approval of the TSXV, subject only to customary conditions of closing, (iii) the completion of the Consolidation, Name Change, Private Placement, Credit Facility and the Infinity-FCM Transaction.
Additional Information
For additional information relating to the terms of the Acquisition Agreement, please refer to a copy of the Acquisition Agreement, which will be filed and made available in due course on SEDAR+ (www.sedarplus.ca) under the Company's issuer profile, as well as the news releases dated February 19, 2025 and July 7, 2025, which are available on SEDAR+ (www.sedarplus.ca) under the Company's issuer profile. Future updates in respect of the Qualifying Transaction will be provided in a subsequent news release, and additional information concerning the Qualifying Transaction, the Company, Elevate, and the Resulting Issuer will be provided in the filing statement (the "Filing Statement") to be filed by the Company and Elevate in connection with the Qualifying Transaction, which will be available in due course under the Company's SEDAR+ profile at www.sedarplus.ca.
AIM6 Ventures Inc.
AIM6 was incorporated under the OBCA on January 13, 2021 and is a Capital Pool Company (as defined in the policies of the TSXV) listed on the TSXV. AIM6 has no commercial operations and no assets other than cash.
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 the Private Placement will be completed on acceptable terms and all applicable shareholder and 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.
For further information, please contact:
AIM6 Ventures Inc.
Aaron Unger
aunger@baylinecapitalpartners.com
416-808-0050
Elevate Service Group
Harjit Brar, CFO
harjit.brar@elevateservicegroup.com
ElevateDesign Ventures Inc.
David Berman
dberman@westmountpark.com
All information provided in this press release relating to Elevate has been provided by management of Elevate and has not been independently verified by management of the Company.
Completion of the Qualifying Transaction is subject to a number of conditions, including but not limited to TSXV acceptance. Where applicable, the Qualifying Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Qualifying Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the Filing Statement (or other applicable disclosure document) of AIM6 to be prepared in connection with the Qualifying Transaction, any information released or received with respect to the Qualifying Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of AIM6 should be considered highly speculative.
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.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.
SOURCE: AIM6 Ventures Inc.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/269678
SOURCE: AIM6 Ventures Inc.
