Toronto, Ontario--(Newsfile Corp. - November 19, 2025) - Elevate Service Group Inc. (TSXV: SERV) ("Elevate" or the "Company") is pleased to announce that it has entered into a letter of intent to acquire an Ontario-based security solutions provider (the "Target"). This transaction represents Elevate's entry into the security services market - an attractive vertical that complements the Company's existing offerings and provides new opportunities to deepen relationships with national, multi-site commercial customers. The proposed acquisition marks the launch of Elevate's broader consolidation and growth strategy aimed at integrating high-quality, synergistic operators across Canada's fragmented facilities services landscape.

The Target is a well-established provider of security solutions focused primarily on commercial clients. Its services include site assessments, system installations, access control systems, video surveillance, gate automation, intercom solutions, and remote hosting. The Target serves property managers, retailers, restaurants, and other blue-chip customers that align well with Elevate's national footprint.

The proposed transaction values the Target at approximately $3.5 million, consisting of: (i) $1.0 million in Elevate common shares (calculated using an average price formula prior to closing), (ii) $0.5 million in cash at closing, (iii) $0.5 million in cash on the 12-month anniversary of closing, and (iv) a $1.5 million subordinated promissory note bearing interest of 2% in year one, 3% in year two, and 4% in year three. The promissory note will be convertible into Elevate common shares at a 10% discount upon maturity. Shares issued to the vendor will be subject to a four-year phased lock-up. The vendor is expected to join Elevate in an operational leadership role under a new employment agreement.

Strategic Rationale

The acquisition supports Elevate's strategy of becoming a national, integrated leader in facilities management by expanding its service capabilities, growing recurring revenue, and building a more comprehensive customer offering.

• Expansion Into a New Service Line: The proposed acquisition introduces a security solutions division, allowing Elevate to offer a more complete suite of mission-critical services to its commercial customers. This is expected to generate meaningful cross-selling opportunities.
• Revenue Growth and Diversification: The Target has an attractive mix of revenue, including approximately $1.4 million of recurring monitoring and hosting revenue with low customer churn, adding stability and visibility to Elevate's revenue base.
• Operational Integration & Synergies: The Target's technicians will be integrated into Elevate's broader operations, driving internalization, improving response times, and contributing to scale efficiencies across the platform.

The Target is expected to generate over $4 million in revenue for the current fiscal year, representing over 25% growth from the prior fiscal year. The Target has a record backlog and strong visibility supported by multi-year monitoring and hosting contracts. EBITDA margins (see "Cautionary Note Regarding Non-IFRS measures") for the Target for fiscal 2025 are forecast to be between 13% - 15%. All financial information is unaudited.

The transaction is anticipated to close in December 2025, subject to customary closing conditions and any regulatory approvals.

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 superior customer outcomes, more comprehensive services and expanded market reach. Elevate trades on the TSX Venture Exchange 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 the proposed acquisition and its expected closing date, 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 regulatory 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: failure to receive regulatory approvals for the proposed acquisition; 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 Measures

This press release makes reference to certain Non-IFRS measures that do not have a standardized meaning under IFRS 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 measures:

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

EBITDA margin is defined as the percentage of revenue that has turned into EBITDA.

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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