Mr. Paul Ghezzi reports

KONTROL TECHNOLOGIES INCREASES ITS SOLUTIONS FOR THE MULTI-RESIDENTIAL BUILDING SECTOR AND ENTERS INTO NON-BINDING LETTER OF INTENT TO ACQUIRE HVAC SERVICE BUSINESS

Kontrol Technologies Corp. is expanding its solutions in the multiresidential building sector and as part of its continuing mergers and acquisition strategy has entered into a non-binding letter of intent (the LOI) to acquire an Ontario-based HVAC (heating, ventilation and air conditioning) service business (the target).

Multiresidential market

Over the past 12 months, the company has been focused on expanding its building footprint in the multiresidential market, with a particular emphasis on complex heating and cooling retrofits in aging buildings. This strategy combines a transition to energy-efficient solutions, the leveraging of applicable rebates for energy efficiency upgrades and the establishment of long-term preventative maintenance agreements. The company is now quoting larger-scale opportunities as part of its organic growth plans. Ontario's multiresidential sector represents a significant addressable market. According to the Urbanation-FRPO Ontario Rental Market Study Update (March, 2025), the province's purpose-built rental apartment universe reached 707,853 units in 2024, with approximately 87 per cent of Greater Toronto Area rental stock constructed prior to 1980. This aging building inventory creates substantial demand for heating and cooling system modernization -- a market the company is well positioned to serve.

Strategic acquisition -- non-binding letter of intent

Kontrol continues to be focused on growing both organically and through acquisition. The company has entered into a non-binding LOI with a potential acquisition of an Ontario-based HVAC service company. The LOI is expressly non-binding and does not obligate either party to complete a transaction. There can be no assurance that the potential acquisition will be completed on the terms described herein, or at all.

The target company generates approximately $3-million in annual revenue with normalized EBITDA (earnings before interest, taxes, depreciation and amortization) margin of approximately 12 per cent. The acquisition price is $1.2-million which includes approximately $400,000 in working capital. Upon closing, if completed, Kontrol intends to focus on business synergies to expand commercial services opportunities through enhanced commercial maintenance and service agreements. The potential acquisition is expected to complement Kontrol's existing capabilities.

The LOI is subject to customary conditions, including the satisfactory completion of due diligence, the negotiation and execution of a definitive purchase agreement acceptable to both parties, and any required regulatory approvals. The execution of the LOI does not create any binding obligation on either party to complete the proposed transaction, and either party may terminate discussions at any time and for any reason prior to the execution of definitive agreements.

Management commentary

"We remain focused on identifying and completing acquisitions that bring immediate revenue and long-term synergy potential to the company in the HVAC service and solutions industry," says Paul Ghezzi, chief executive officer of Kontrol. "Service platforms tend to operate with less volatility and lower exposure to supply chain and inflation risks."

In the past 14 months, Kontrol has signed two LOIs which did not proceed to a final agreement and closing due to due diligence findings which did not meet the overall acquisition mandate for the company. Kontrol remains disciplined in its approach to acquisitions and will only proceed with transactions that meet its strategic and financial criteria.

About Kontrol Technologies Corp.

Kontrol Technologies is a leader in smart buildings and energy efficiency solutions. Through a combination of technology-driven services and strategic acquisitions, Kontrol delivers integrated solutions that reduce energy consumption, lower carbon emissions, and enhance building performance for commercial and residential properties across Canada.

We seek Safe Harbor.