Kraken Robotics Announces Closing of $402.5 Million Public Offering of Subscription Receipts
Press Release
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.