TORONTO--(BUSINESS WIRE)--

Kontrol Technologies Corp. ( KNRLF ) (CBOE.CA: KNR) (FSE: 1K8) ("Kontrol Technologies ( KNRLF )" or "Kontrol ( KNRLF )" or the "Company") is expanding its solutions in the Multi-Residential Building sector and as part of its ongoing mergers and acquisition strategy has entered into a non-binding Letter of Intent (the "LOI") to acquire an Ontario-based HVAC service business (the “Target”).

Multi-Residential Market

Over the past twelve months, the Company has been focused on expanding its building footprint in the multi-residential 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 multi-residential 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% of Greater Toronto Area rental stock constructed prior to 1980.¹ 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 ( KNRLF ) 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 margin of approximately 12%. The acquisition price is $1.2 Million which includes approximately $400K in working capital. Upon closing, if completed, Kontrol ( KNRLF ) 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 ( KNRLF ) 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, CEO of Kontrol ( KNRLF ). “Service platforms tend to operate with less volatility and lower exposure to supply chain and inflation risks.”

In the past 14 months, Kontrol ( KNRLF ) has signed two LOI’s 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 ( KNRLF ) remains disciplined in its approach to acquisitions and will only proceed with transactions that meet its strategic and financial criteria.

Sources: ¹ Urbanation Inc. and the Federation of Rental-housing Providers of Ontario (FRPO), Ontario Rental Market Study Update: Rental Demand & Supply Outlook to 2034, March 2025; Building Industry and Land Development Association (BILD) and Urbanation Inc., Purpose-Built Rental Housing in the Greater Toronto Area, February 2023.

About Kontrol Technologies Corp. ( KNRLF )

Kontrol Technologies Corp. ( KNRLF ) is a leader in smart buildings and energy efficiency solutions. Through a combination of technology-driven services and strategic acquisitions, Kontrol ( KNRLF ) delivers integrated solutions that reduce energy consumption, lower carbon emissions, and enhance building performance for commercial and residential properties across Canada. Additional information about Kontrol Technologies Corp. ( KNRLF ) can be found on its website at www.kontrolcorp.com and by reviewing its profile on SEDAR+ at www.sedarplus.ca.

Neither CIRO nor any stock exchange or other securities regulatory authority accepts responsibility for the adequacy or accuracy of this release.

Forward-Looking Statements

This news release contains "forward-looking information" within the meaning of applicable securities laws. All statements contained herein that are not clearly historical in nature may constitute forward-looking information. In some cases, forward-looking information can be identified by words or phrases such as "may", "will", "expect", "likely", "should", "would", "plan", "anticipate", "intend", "potential", "proposed", "estimate", "believe" or the negative of these terms, or other similar words, expressions, and grammatical variations thereof, or statements that certain events or conditions "may" or "will" happen, or by discussions of strategy. Forward-looking information contained in this press release includes, but is not limited to: the potential completion of the proposed acquisition described herein; the anticipated benefits and synergies of such acquisition; the Company's ability to expand commercial services opportunities; and the Company's future growth plans and organic project pipeline.

Where Kontrol ( KNRLF ) expresses or implies an expectation or belief as to future events or results, such expectation or belief is based on assumptions made in good faith and believed to have a reasonable basis. Such assumptions include, without limitation, that satisfactory due diligence will be completed, that definitive agreements acceptable to both parties will be negotiated and executed, and that the Company will have sufficient financial and other resources to complete the proposed acquisition and fulfil its future operational expectations.

Accordingly, undue reliance should not be placed on forward-looking statements and the forward-looking statements contained in this press release are expressly qualified in their entirety by this cautionary statement. The forward-looking statements contained herein are made as at the date hereof and are based on the beliefs, estimates, expectations, and opinions of management on such date. Kontrol ( KNRLF ) does not undertake any obligation to update publicly or revise any such forward-looking statements or any forward-looking statements contained in any other documents whether as a result of new information, future events or otherwise, except as required under applicable securities law. Readers are cautioned to consider these and other factors, uncertainties, and potential events carefully and not to put undue reliance on forward-looking information.

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Source: Kontrol Technologies Corp. ( KNRLF )