PMGC Holdings Inc., a diversified public holding company currently executing a targeted roll-up strategy across U.S.-based manufacturing, today announced that it has entered into a non-binding letter of intent (the "LOI") to acquire a seventy-six percent (76%) controlling interest in a privately held, Arizona-based U.S.-based precision machining and contract manufacturing company (the "Target"). The transaction (the "Transaction") would result in the Target's existing owners retaining a 24% minority interest following closing. Based on unaudited financial information provided to PMGC by the Target, the Target generated approximately $5.46 million in revenue and approximately $1.05 million in EBITDA for fiscal year 2025.

The LOI provides PMGC with a defined exclusivity period, during which the Target and its representatives may not solicit or negotiate competing offers, providing the Company with a protected window to complete confirmatory due diligence and negotiate definitive documentation.

Founded in 2006, the Target is a precision machining contract manufacturer specialising in high-tolerance, multi-axis CNC machining, including Swiss machining, multi-axis milling, and multi-tasking turning of complex metal and plastic components. The Target has operated for nearly two decades and machines a broad range of materials, including aluminium, brass, stainless steel, titanium, Inconel, and engineered plastics, supported by value-added capabilities, such as laser marking, ultrasonic cleaning, microscopic deburring and microblasting, coordinating measuring machine (CMM) inspection, and performing light assembly.

The Target serves a diversified base of long-tenured industrial and commercial customers across the aerospace, space, defence, flow control, semiconductor, medical device, and equipment manufacturing sectors, with average customer relationships spanning approximately a decade and a majority of revenue derived from repeat and long-term customers. This recurring revenue profile, combined with a multi-year order backlog, provides meaningful visibility into future work. The Target maintains AS9100 compliance, ISO 9001:2015 certification, and ITAR registration, qualifying it to serve stringent, highly regulated aerospace, space, and defence programmes where precision Swiss machining capacity is in structurally short supply.

As represented by the Target's management, the business generated an adjusted EBITDA margin of over 20% on a trailing-twelve-month basis, reflecting the high value-add nature of its precision manufacturing operations, disciplined cost build-up pricing, and a digitally enabled production and tooling infrastructure. The Target's aerospace and defence end-market exposure has grown substantially in recent years, rising from a single-digit share of revenue to more than 30%, consistent with broader industry demand for domestically produced, high-precision components.

Transaction Overview

Under the terms of the LOI, PMGC would acquire a 76% controlling interest in the Target for cash, with the Target's existing owners retaining the remaining 24% interest. The proposed consideration for this interest is subject to confirmatory due diligence. The LOI is non-binding, except with respect to customary provisions regarding exclusivity, confidentiality, expenses, and governing law, and completion of the Transaction is subject to customary closing conditions, including the negotiation and execution of a definitive purchase agreement, the completion of a financial statement audit of the Target, and applicable board and regulatory approvals. There can be no assurance that the Transaction will be completed on the terms described herein, or at all.

The proposed Transaction is consistent with PMGC's stated strategy of building a vertically integrated U.S.-based precision manufacturing platform through disciplined, accretive acquisitions. The Target would complement the Company's existing precision manufacturing capabilities through its subsidiaries, AGA Precision Systems, SVM Machining, and A&B Aerospace, expanding PMGC's aggregate machining capacity, end-market diversification, and addressable market across the commercial aerospace, space, defence, and broader industrial supply chains. The Target's specialised CNC Swiss machining capabilities, certifications, and established, long-cycle customer relationships are high-barrier-to-entry assets that are difficult to replicate and well aligned with national reshoring and domestic supply chain security priorities.

If consummated, the Transaction would further diversify PMGC's consolidated revenue base across the aerospace, defence, semiconductor, and industrial sectors, and would add a profitable, cash-generative manufacturing business with recurring revenue and strong backlog visibility. The Company expects the Target's operations to benefit from integration with PMGC's centralised corporate and operating infrastructure, as well as cross-selling opportunities across the Company's existing manufacturing customer relationships.

Next Steps to Close

We are currently engaging our auditors to begin a 2-year historical financial audit and interim review of 2026 financial records of the target-to-target completion and closing before Q4 2026. We cannot assure that the US GAAP audit can be completed and the closing will occur, or that audited financial statements will not significantly differ from the unaudited financial statements provided by the Target to us.