ST. JOHN’S, NEWFOUNDLAND, March 12, 2026 /GLOBE NEWSWIRE/ — Kraken Robotics Inc. (“Kraken” or the “Company”) (TSX-V: PNG, OTCQB: KRKNF), is pleased to announce the successful completion of its previously announced offering (the “Offering”) of Subscription Receipts (the “Subscription Receipts”). Pursuant to the Offering, the Company issued a total of 47,353,550 Subscription Receipts, including 6,176,550 Subscription Receipts issued pursuant to the exercise in full by the Underwriters (as defined below) of their over-allotment option. The Subscription Receipts were issued at a price of $8.50 per Subscription Receipt (the “Offering Price”), for total gross proceeds of approximately $402.5 million.
Kraken intends to use the net proceeds from the Offering to partially fund the cash portion of the consideration payable in connection with the acquisition of Covelya Group Limited, a leading international provider of mission-critical underwater technology solutions, for total consideration of approximately $615 million (the “Acquisition“), excluding transaction costs and subject to customary adjustments. For additional details related to the Acquisition and the Offering, please see the Company’s news release dated March 3, 2026. The Acquisition is anticipated to close in the second quarter of 2026.
Each Subscription Receipt entitles the holder thereof, without payment of any additional consideration or further action on the part of the holder, to receive one common share of Kraken upon the satisfaction or waiver of certain conditions (the “Release Conditions”), including the satisfaction of all conditions precedent to the completion of the Acquisition other than the payment of the purchase price and the satisfaction of conditions precedent that by their nature are to be satisfied at completion.
The Subscription Receipts will begin trading on the TSX Venture Exchange (“TSXV“) under the symbol “PNG.R” (CUSIP: 50077N128, ISIN: CA50077N1289) today.
The gross proceeds from the Offering, less 50% of the commission payable to the Underwriters in respect of the Offering and certain expenses of the Underwriters, have been deposited in escrow with Computershare Trust Company of Canada (the “Subscription Receipt Agent”), as subscription receipt agent, pursuant to a subscription receipt agreement dated March 12, 2026 between Kraken, the Subscription Receipt Agent, and Scotiabank and Desjardins Capital Markets, on behalf of the Underwriters. If the Release Conditions are not satisfied or waived on or prior to 5:00 p.m. (EST) on December 31, 2026, or the Acquisition is otherwise terminated before that time, the holders of Subscription Receipts will receive a cash payment equal to the Offering Price of the Subscription Receipts plus their pro rata share of the interest actually earned on the escrowed funds during the term of the escrow, and the Subscription Receipts will be cancelled.
The Subscription Receipts were offered through a syndicate of underwriters co-led by Scotiabank and Desjardins Capital Markets, and including Canaccord Genuity Corp., Jefferies Securities Inc., TD Securities Inc., Cormark Securities Inc., Raymond James Ltd. and National Bank Financial Inc. (collectively, the “Underwriters”).
The securities offered and sold in the Offering have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or the securities laws of any state of the United States, and may not be offered, sold or delivered, directly or indirectly, in the United States, unless exemptions from the registration requirements of the U.S. Securities Act and any applicable U.S. state securities laws are available. This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction, nor shall there be any sale of the securities in any jurisdiction, in which such offer, solicitation or sale would be unlawful. “United States” is as defined in Regulation S under the U.S. Securities Act.
For further information regarding the Acquisition, the Offering and Subscription Receipts, including related risk factors, refer to the Company’s prospectus supplement dated March 5, 2026 (the “Prospectus Supplement“) to the base shelf prospectus of the Company dated August 7, 2025 (the “Base Shelf Prospectus“). The Base Shelf Prospectus and the Prospectus Supplement are accessible on the Company’s SEDAR+ profile at www.sedarplus.ca.
ABOUT KRAKEN ROBOTICS INC.
Kraken Robotics Inc. (TSX.V: PNG) (OTCQB: KRKNF) is transforming subsea intelligence through 3D imaging sensors, power solutions, and robotic systems. Our products and services enable clients to overcome the challenges in our oceans – safely, efficiently, and sustainably.
Kraken’s synthetic aperture sonar, sub-bottom imaging, and LiDAR systems offer best-in-class resolution, providing critical insights into ocean safety, infrastructure, and geology. Our revolutionary pressure tolerant batteries deliver high energy density power for UUVs and subsea energy storage.
Kraken Robotics is headquartered in Canada with offices in North America, South America, and Europe, supporting clients in more than 30 countries worldwide.
SOCIAL MEDIA
LinkedIn https://www.linkedin.com/company/krakenrobotics
X https://x.com/krakenrobotics
Facebook https://www.facebook.com/krakenroboticsinc
YouTube https://www.youtube.com/@krakenrobotics
Instagram https://www.instagram.com/krakenrobotics/
ABOUT COVELYA GROUP
Covelya Group is an international provider of underwater technology solutions and has been supporting exploration of the world’s oceans and waters for over 50 years. Focused on innovation and technological development, Covelya offers market leading solutions for its customers’ challenges.
For further information:
Erica Hasenfus, Director of Global Marketing
erica.hasenfus@krakenrobotics.com
Shant Madian, Director of Capital Markets
shant.madian@krakenrobotics.com
Kraken Robotics Inc.
(709) 757-5757
investors@krakenrobotics.com
CAUTION REGARDING FORWARD-LOOKING STATEMENTS
Certain statements contained in this news release constitute “forward-looking information” and “forward-looking statements” (collectively, “forward-looking statements”) within the meaning of applicable securities laws. Forward-looking statements include estimates, plans, expectations, opinions, forecasts, projections, targets, guidance, or other statements that are not statements of historical fact. In certain cases, forward-looking statements can be identified by the use of forward-looking terminology such as “seeks”, “plans”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, or “believes”, or variations of such words and phrases or statements that certain actions, conditions, events or results “may”, “could”, “should”, “would”, “might”, or “will be taken”, “occur” or “be achieved”, or the negative forms of any of these words and other similar expressions.
Forward-looking statements in this news release include, but are not limited to, statements with respect to the satisfaction of the Release Conditions and completion of the Acquisition, and the timing thereof; and the accrual of interest on Offering proceeds deposited in escrow.
Forward-looking statements reflect the Company’s current expectations and assumptions and are subject to a number of known and unknown risks, uncertainties and other factors that may cause the Company’s actual results, performance or achievements to be materially different from any anticipated future results, performance or achievements expressed or implied by the forward-looking statements. Should one or more of these risks and uncertainties materialize, or should underlying factors or assumptions prove incorrect, actual results may vary materially from those described in forward-looking statements. Accordingly, readers are cautioned not to place undue reliance on the forward-looking statements or the assumptions on which the Company’s forward-looking statements are based.
In making the forward-looking statements included in this news release, the Company has made various material assumptions, including, but not limited to: the satisfaction of all closing conditions in connection with the Acquisition, including the receipt of all applicable regulatory and governmental approvals, including TSXV and foreign direct investment approvals on the timeframes contemplated; the anticipated drawdown of a credit facility entered into by the Company to fund a portion of the purchase price for the Acquisition; and the successful completion of the Acquisition. Although the Company believes that the assumptions on which the forward-looking statements are made are reasonable, based on the information available to the Company on the date such statements were made, no assurances can be given as to whether these assumptions will prove to be correct.
Risks, uncertainties and other factors that may cause actual results to differ materially from those anticipated in the forward-looking statements include, but are not limited to: failure to complete the Acquisition in all material respects in accordance with the share purchase agreement in respect of the Acquisition; failure to obtain, in a timely manner, regulatory, stock exchange and other required approvals or satisfy other conditions in connection with the Acquisition; and failure to close the new credit facility on the terms expected, or at all. For a discussion of these and other factors that could cause the Company’s actual results, performance and achievements to be materially different from any anticipated future results, performance or achievements expressed or implied by the forward-looking statements, readers are also advised to carefully review and consider the risk factors identified in the Prospectus Supplement, a copy of which is available on SEDAR+ at www.sedarplus.ca.
Forward-looking statements speak only as of the date the statements are made. The forward-looking statements contained in this news release are expressly qualified in their entirety by the foregoing cautionary statements and those made in our other filings with applicable securities regulators in Canada. The Company assumes no obligation to update publicly or otherwise revise any forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking statements, except to the extent required by applicable securities laws. If the Company does update one or more forward-looking statements, no inference should be drawn that the Company will make additional updates with respect to those or other forward-looking statements.
NEITHER TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
