Kraken Robotics closes Covelya Group acquisition

Accretive Acquisition Accelerates Growth Potential and Positions Kraken as a Global Provider of Mission-Critical Subsea Intelligence Solutions for Maritime Security and Offshore Energy TORONTO, July 02, 2026 (GLOBE NEWSWIRE) -- Kraken Robotics Inc. (“Kraken” or the “Company”) (TSX-V: PNG, OTCQB: KRKNF), today announced the closing of its previously announced acquisition of Covelya Group Limited (“Covelya Group”), for approximately $615 million, subject to closing adjustments (the “Acquisition”). Unless otherwise specified, all dollar amounts in this release are denominated in Canadian dollars. MANAGEMENT COMMENTS “This acquisition positions Kraken as a global provider of mission-critical, dual-use subsea intelligence solutions,” said Greg Reid, CEO of Kraken Robotics. “Since announcing the transaction, we have received positive feedback from customers who are looking forward to working with our combined engineering teams on integrated subsea technology solutions.

We welcome the new employees to the team and look forward to the many benefits this combination can provide. Together, Kraken and Covelya Group bring complementary products, technological capabilities, and customer relationships that we expect will strengthen Kraken’s growth potential and long-term outlook. This positive long-term outlook is further supported by the expected increase in defence budgets globally, including growing investment in autonomous underwater systems.” STRATEGIC RATIONALE The Acquisition aligns with Kraken’s strategy to deliver value to customers through a portfolio of dual-use technologies and a culture of innovation.

As previously announced, the strategic benefits to Kraken from the Acquisition include the following: Allows for deeper customer relationships in the fast-growing defence and maritime surveillance market. Expands product offering and Kraken’s total addressable market in subsea technology. Adds strategic locations for geographic expansion and improves business diversification.

Bolsters technical capabilities with an experienced engineering team and highly advanced facilities. Financial accretion across key metrics, including $10 million of cost synergies within 24 months. NEW PRODUCT ORDERS AND UPDATED 2026 FINANCIAL GUIDANCE Since reporting its Q1 2026 results on May 28, 2026, Kraken and Covelya have secured additional product orders of approximately $13 million and $17 million, respectively.

These awards bring announced orders in 2026 to approximately $110 million for Kraken and $182 million for Covelya Group. Gross profit margins associated with these orders are consistent with historical gross profit margins. Kraken is updating its 2026 guidance to reflect the Acquisition’s July 2, 2026, closing date and the inclusion of Covelya Group, which was excluded from the Company’s prior guidance.

A summary table and a comparison to Kraken’s prior 2026 outlook is provided below. Revenue in 2026 is expected to be weighted toward the second half of the year. As previously outlined at announcement, the Acquisition is expected to be accretive across key financial metrics and is expected to generate low-to-mid double-digit EPS accretion in 2027, after including the full impact of expected cost synergies.

The Company continues to maintain a strong balance sheet, with minimal net debt following the drawdown of the New Credit Facility, as defined below, and financial flexibility to fund future growth opportunities. LEADERSHIP TEAM AND ORGANIZATIONAL STRUCTURE As part of its integration with Covelya Group and its subsidiary companies, Kraken is implementing a new organizational structure and strengthening its leadership team. The new structure will consist of Kraken Group, which will focus on financial and organizational governance, and a clearly delineated Kraken Robotics operating business, whose business units will focus on operational excellence, strategic execution, and financial performance.

These changes are designed to combine the strengths and talents of both organizations while creating a more efficient and scalable platform to support long-term growth. In conjunction with these organizational changes, Bernard Mills has been promoted to President of Kraken. Bernard brings extensive experience leading large organizations and driving operational performance.

Prior to joining Kraken, Bernard served as CEO and Managing Director of Stelia North America, an advanced materials subsidiary of the Airbus Group. Before that, he was President of Ultra Sonar Systems, where he led a global organization of more than 850 employees. Kraken’s new Corporate Group leadership will be comprised of the following: Greg Reid – Chief Executive Officer (CEO) Bernard Mills – President (formerly Kraken EVP Defence) Joe Mackay – Chief Financial Officer (CFO) Terra Penrose – Chief People Officer (CPO) John Salama – Chief Information Officer (CIO) Andrew Griffin – Chief Legal Officer (CLO) (formerly Kraken Director, Legal) The Executive Leadership Team working with Bernard within the Kraken Robotics operating business will include: Simon Partridge – EVP Technology (formerly Chairman of Covelya Group) Dr. Graham Brown – EVP Products (previously Managing Director at Covelya Group’s Sonardyne International subsidiary) Gary Moynehan – EVP Enterprise Performance (previously CFO at Covelya Group) David Shea – EVP Strategy & Growth (previously EVP Products and CTO at Kraken) EVP Systems & Services, a newly created position that is currently vacant, with the Company in advanced stages of the recruitment process Together, this team combines deep expertise across technology, operations, and growth initiatives to support the integration and future expansion of the combined company.

Nat Spencer, Chief Operations Officer (COO), will be leaving Kraken at the end of July to pursue a new opportunity. The Company thanks Nat for his many contributions to Kraken over the last several years and wishes him well in his future endeavours. Kraken is establishing an integration plan with a dedicated team and will begin integrating employees, systems, finance, sales, and operations to realize potential revenue and cost synergies.

As previously announced, Kraken is targeting approximately $10 million of cost synergies within the first 24 months. CLOSING DETAILS AND SUBSCRIPTION RECEIPT CONVERSION The approximately $615 million purchase price for the Acquisition, prior to closing adjustments, was comprised of approximately $480 million in cash and approximately $135 million through the issuance of 15,882,352 common shares of Kraken (each a “Common Share”) at a deemed issue price of $8.50 per Common Share to Covelya Group’s shareholder. The cash portion of the purchase price was funded from the net proceeds of Kraken’s $402.5 million bought deal public offering of subscription receipts (the “Subscription Receipts”), which closed on March 12, 2026, interest earned on such net proceeds, and borrowings under the New Credit Facility.

In connection with the closing of the Acquisition, Kraken also closed amendments to its existing credit facility to create a new committed, secured, non-revolving term credit facility in the amount of $125 million (the “New Credit Facility”), increase its existing revolving credit facility from $35 million to $60 million, and to extend the term of the revolving credit facility to March 2031, among other amendments. The Company drew down the New Credit Facility in full, with the proceeds applied to pay a portion of the cash consideration for the Acquisition. In conjunction with the closing of the Acquisition, each holder of Subscription Receipts is entitled to receive, automatically and without payment of any additional consideration or further action on the part of the holder, one Common Share for each Subscription Receipt held.

Trading in the Subscription Receipts is expected to be halted, the transfer register maintained by the subscription receipt agent will be closed, and the Subscription Receipts will be delisted from the TSX Venture Exchange (the “TSXV“) effective as of the close of trading today. The Common Shares to be issued pursuant to the terms of the Subscription Receipts are expected to commence trading on the TSXV tomorrow. After giving effect to the Acquisition and the offering of the Subscription Receipts, the seller of Covelya Group owns approximately 4% of the issued and outstanding Common Shares, which are subject to a lock-up agreement providing for release one-third of such Common Shares on each of the dates that are 12, 18 and 24 months following the closing date of the Acquisition.

Kraken plans to report its Q2 2026 results in late August 2026 and its Q3 2026 results, which will include Covelya’s contribution, in late November 2026. With the Acquisition now complete, Kraken intends to apply to list its Common Shares on the Toronto Stock Exchange (“TSX”), subject to satisfying applicable TSX listing requirements and receiving TSX approval. The Company expects the process to be completed by year-end 2026 or early 2027.

Figure 1: Kraken Robotics Announces Closing of Strategic Acquisition of Covelya Group NON-IFRS MEASURES   The Company has included certain non-IFRS financial measures and non-IFRS ratios in this press release, including Adjusted EBITDA, Adjusted EBITDA margin, gross profit, gross profit margin, Adjusted net income and working capital. Management believes that non-IFRS financial measures and non-IFRS ratios, when supplementing measures determined in accordance with IFRS, provide investors with an improved ability to evaluate the underlying performance of the Company. Non-IFRS financial measures and non-IFRS ratios do not have any standardized meaning prescribed under IFRS, and therefore they may not be comparable to similar measures employed by other companies.

This data is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS.  In this news release, the Company uses the following non-IFRS financial measures and non-IFRS ratios with respect to the Company: Adjusted EBITDA and Adjusted EBITDA Margin. Explanations of the composition and usefulness of these measures and reconciliations of such measures to the most directly comparable IFRS measures disclosed in the Company’s financial statements can be found in the section entitled, “Non-IFRS Measures” in the Company’s management’s discussion and analysis (“MD&A”) for the financial year ended December 31, 2025, which section is incorporated by reference in this news release and is available on SEDAR+ at www.sedarplus.ca . ABOUT KRAKEN ROBOTICS INC. Kraken Robotics is a global marine technology company transforming subsea intelligence through advanced sensors, software, and integrated systems.

Serving defence, offshore energy, and ocean science markets, the company delivers actionable insights in challenging underwater environments. Kraken’s integrated subsea solutions span sonar, navigation, positioning, imaging, power, communications, monitoring, and data analytics. On July 2, 2026, Kraken Robotics acquired the Covelya Group, bringing together Sonardyne, EIVA, Forcys, Voyis, and Chelsea Technologies.

Together, the companies combine highly skilled global teams with a shared commitment to solving complex underwater challenges through world-class, dual-use technologies. LINKS: www.krakenrobotics.com SOCIAL MEDIA: LinkedIn www.linkedin.com/company/krakenrobotics Twitter www.twitter.com/krakenrobotics Facebook www.facebook.com/krakenroboticsinc YouTube www.youtube.com/channel/UCEMyaMQnneTeIr71HYgrT2A Instagram www.instagram.com/krakenrobotics FORWARD LOOKING STATEMENTS This news release contains statements that constitute “forward-looking information” as defined under applicable Canadian securities laws (collectively, “forward-looking statements”). When used in this news release, the words “may”, “would”, “could”, “will”, “intend”, “plan”, “anticipate”, “believe”, “seek”, “propose”, "estimate", "expect", and similar expressions, as they relate to the Company, are intended to identify forward-looking statements. In particular, this news release contains forward-looking statements with respect to, among other things: the impacts of the Acquisition on the business and financial outlook of the Company; expected benefits and strategic rationale of the Acquisition; expected cost synergies of approximately $10 million within 24 months; expected low-to-mid double-digit EPS accretion in 2027; business objectives; expected growth of the Company; expected orders of products and services; maritime security matters and the expanding role of mine countermeasures; new product offerings; expectations regarding results of operations, performance, business projects and opportunities, and financial results; 2026 guidance (including consolidated revenue, Adjusted EBITDA, Adjusted EBITDA margin, and capital expenditures/intangible assets) and financial estimates; expected trading activity and timing related to Common Shares and Subscription Receipts; the integration of Covelya Group, including organizational restructuring; and listing of the Common Shares on the TSX.

These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. Such statements reflect the Company's current views with respect to future events based on certain material factors and assumptions and are subject to certain risks and uncertainties, including without limitation, changes in market, competition, governmental or regulatory developments, general economic conditions, the benefits of the Acquisition, the successful integration of Covelya Group, realization of expected synergies, macroeconomic uncertainties, the Company’s ability to satisfy TSX listing conditions; receipt of regulatory approvals; and other factors set out in the Company's continuous disclosure materials filed from time to time with the Canadian Securities Administrators, including the Company's most recent annual information form under the section entitled “Risk Factors”, quarterly and annual reports, and supplementary information, which are available under the Company’s profile on SEDAR+ at www.sedarplus.ca . Additional risks and uncertainties not presently known to the Company or that the Company believes to be less significant may also adversely affect the Company.

Many factors could cause the Company's actual results, performance or achievements to vary from those described in this news release, including without limitation those listed above. These factors should not be construed as exhaustive. Should one or more of these risks or uncertainties materialize, or should assumptions underlying forward-looking statements prove incorrect, actual results may vary materially from those described in this news release and accordingly, forward-looking statements should not be unduly relied upon.

Guidance for 2026 is provided as of July 2, 2026 to assist analysts and shareholders in formalizing their respective views on the year ending December 31, 2026. The reader is cautioned that using this information for other purposes may be inappropriate. This information constitutes forward-looking statements, based on multiple estimates and assumptions about future events.

Actual results may differ, and such differences may be material. Expectations are also subject to a number of risks and uncertainties as well as material assumptions contained in this press release and in Kraken’s management's discussion and analysis (“MD&A”) for the three and twelve months ended December 31, 2025 as filed on SEDAR+ at  www.sedarplus.ca . Guidance for 2026 is based on management's current views, strategies, expectations, assumptions and forecasts, and has been calculated using accounting policies that are generally consistent with the Company's current accounting policies. The Company cautions that the assumptions used to prepare the 2026 outlook could prove to be incorrect or inaccurate.

Accordingly, the Company’s actual results could differ materially from the Company’s expectations as set out in this press release. The Company’s revenue for 2026 assumes the following: Product revenue guidance range is driven by growth in the combined company’s portfolio of power, sensors and integrated systems, along with organic growth in its service business. Product revenue is supported by existing orders and expected orders related to identified opportunities.

Service revenue is based on stable to growing investment in offshore energy projects, both oil and gas and offshore renewables, and demand for critical underwater infrastructure inspection and repair. Revenue is expected to be weighted towards the second half of the year based on historical customer purchasing patterns. Adjusted EBITDA guidance assumes gross profit margins for its products and services consistent with prior year levels. Forward-looking statements speak only as of the date of this news release. The Company does not intend, and does not assume any obligation, to update these forward-looking statements, whether as a result of new information, future events or otherwise, except as required by securities laws.

The forward-looking statements contained in this news release are expressly qualified by this cautionary statement. 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. 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. +1 709-757-5757 or investors@krakenrobotics.com 1 Adjusted EBITDA is a non-IFRS financial measure with no standard meaning under IFRS, and may not be comparable to similar financial measures disclosed by other issuers.

See “Non-IFRS Measures” in this press release. 2 Adjusted EBITDA margin is a non-IFRS financial ratio based on Adjusted EBITDA, with no standardized meaning under IFRS and therefore may not be comparable to similar measures presented by other issuers. See “Non-IFRS Measures” in this press release. A photo accompanying this announcement is available at https://www.globenewswire.com/NewsRoom/AttachmentNg/7dd28944-f06c-41e9-ac7b-91d2a690bcfc Globe Newswire July 2, 2026 - 7:09 AM PDT News by QuoteMedia www.quotemedia.com