PNG Kraken Robotics Inc

Kraken Robotics Inc. (“Kraken” or the “Company”) (TSX-V: PNG, OTCQB: KRKNF) announces that, through a subsidiary, it has signed a definitive agreement and plan of merger (the “Agreement”) to acquire 100% of the shares of 3D at Depth, Inc. (“3D at Depth”), a leading American subsea technology and services company specializing in high resolution LiDAR imaging and measurements. Under the terms of the Agreement, Kraken will indirectly acquire 3D at Depth for US$17 million in cash subject to adjustment for, among other things, any debt indirectly assumed or paid out on closing and to customary working capital adjustments (the “Transaction”). The Transaction remains subject to customary closing conditions, including, without limitation, consent of Kraken’s primary lender and is expected to close on or about April 1, 2025. Transaction details are provided below.    

3D at Depth Background

With a 15-year track record, 3D at Depth’s headquarters and production facility are based in Longmont, Colorado with offshore service operations based out of Houston, Texas, and satellite offices in Norwich and Aberdeen, UK. 3D at Depth employs 56 people and provides underwater LiDAR technology and services resulting in comprehensive, accurate data to enable informed decision making on underwater assets and infrastructure in a cost-effective, low risk manner. The company’s services are driven by its in-house, patented underwater LiDAR technology. 3D at Depth has grown revenue at a 20% CAGR over the last three years and reported 2024 unaudited US GAAP revenues of US$14 million, gross profit of US$8.4 million (60%), and US$1.1 million of Operating Income. Over the last three years, 3D at Depth has seen average project value increase by over 45% as demand for its subsea LiDAR technology is driven by customer needs for higher accuracy, enhanced data resolution, and insights for the safe and cost-effective management of underwater assets and infrastructure.

Figure 1: 3D at Depth’s customer base

Strong Team with Extensive Operational Know-how – 3D at Depth has experienced management and highly specialized engineers, technical teams, and operational personnel that have completed over 450 projects in 18 countries across six continents. It offers a broad range of services including measurement, inspection, surveying, diagnostics, and asset monitoring and trending solutions with underwater LiDAR technology having been integrated onto various survey platforms including diver platforms, remotely operated vehicles (ROVs), remotely operated towed vehicles (ROTVs), crawlers, and uncrewed underwater vehicles (UUVs). 3D at Depth’s technical expertise, operational excellence and service delivery capabilities for the marine survey market are complementary to Kraken’s existing service business.

Strong Customer Relationships and High Client Repeatability – With proven technical solutions developed over the last 15 years, 3D at Depth has an attractive and diversified customer base consisting of leading companies in offshore oil and gas and other underwater industries. The company has more than 60 global clients and over 25 Master Service Agreements (MSAs). They are the preferred technological solution by underwater asset owners and are often written into the technical specifications of tenders. A significant portion of 3D at Depth’s offshore survey revenue is generated in the U.S., but it has completed over 1,000 service metrologies to date across six different continents.

Demand for Technology Solutions is Solid – We expect the demand for 3D at Depth's data solutions to only increase, especially as offshore operators continue to embrace digital twin technology. 3D at Depth serves a blue-chip global client base in the energy sector, including offshore oil and gas, nuclear, hydroelectric industries, defense and security, and marine science and research fields. The main applications of underwater LiDAR are in dimensional control, subsea metrology, field mapping, leak detection, and asset monitoring and inspection. In addition to geographic expansion and existing client growth, it is well positioned to diversify in emerging markets such as offshore wind, aquaculture, and subsea mining.

Synergies Available – Kraken estimates the combined company can drive cost synergies across supply chain, facilities, insurance, and professional fees. In addition, Kraken will be able to take advantage of synergies to advance the development of technology on platforms more quickly and more efficiently. The combined company’s platforms will have a strong R&D feedback loop as new technologies are deployed, tested, and iterated in Kraken’s services business.

3D at Depth’s Subsea LiDAR Complements Kraken’s SeaVision Laser Scanner Expertise – Kraken began SeaVision development in 2017 and funded development through a combination of product sales, government project funding, and commercial service contracts with major oil and gas operators to drive R&D. Kraken’s SeaVision systems have acquired dozens of terabytes of subsea data for offshore oil and gas and renewable energy customers across multiple countries including Brazil, Canada, Denmark, Estonia, Germany, Nigeria, Norway, and Poland.

3D at Depth’s Underwater LiDAR technology complements Kraken’s SeaVision suite by providing extended range, particularly in challenging (>300m) water depth conditions, and unique capabilities, such as non-contact vibration and temperature measurement. 3D at Depth’s expertise in Remote Operations also enables scalable, fully remote metrology solutions.

With this combined capability, Kraken and 3D at Depth now offer customers a “best-of-breed” toolbox for subsea optical metrology and asset integrity measurement. Kraken will also expand its service and rental pool, featuring the largest fleet of leading edge, proprietary subsea optical LiDAR systems in the industry with more than 20 sensors available and additional units in production to meet growing customer demand.

Management Comments

“The acquisition of 3D at Depth builds upon Kraken’s expertise in subsea optical systems, developed through our SeaVision product line, and significantly expands our subsea service offering by adding high-value, high-margin solutions that feature differentiated capabilities,” said Greg Reid, President and CEO of Kraken Robotics. “With 3D at Depth, we are acquiring an industry leader with an established customer base, strong gross margins, and gain an expanded presence in the United States, with new offices in Texas and Colorado. This acquisition immediately strengthens our presence in the U.S. Gulf region, complementing our historically strong book of subsea services work in Northern Europe. This also provides Kraken with a strategic entry point into the U.S. market. Following completion of the acquisition, Kraken will be able to offer a more comprehensive suite of world-class subsea acoustic and optical imaging technologies and services, reinforcing our SAS, SeaVision and SeaPower capabilities. Additionally, establishing our first U.S.-based facilities enhances our ability to scale manufacturing operations in the U.S. as demand continues to grow.”

“We are excited to close this transaction and bring together our high-resolution LiDAR technology with Kraken’s advanced suite of subsea imaging products and services,” said Carl Embry, Founder and CEO of 3D at Depth. “Integrating with Kraken enables us to accelerate our growth plans by expanding into new geographic markets where Kraken already has an established footprint. In addition, our combined technology and service offerings allow us to bring enhanced and more complete solutions to both of our client bases throughout the lifecycle of their operations.”   

Figure 2: Kraken Robotics has signed an agreement to acquire 3D at Depth

ABOUT KRAKEN ROBOTICS INC.

Kraken Robotics Inc. (TSX.V:PNG) (OTCQB: KRKNF) is a marine technology company providing complex subsea sensors, batteries, and robotic systems. Our high-resolution 3D acoustic imaging solutions and services enable clients to overcome the challenges in our oceans - safely, efficiently, and sustainably. Kraken Robotics is headquartered in Canada and has offices in North and South America and Europe. Kraken is ranked as a Top 100 marine technology company by Marine Technology Reporter.

LINKS: www.krakenrobotics.com

SOCIAL MEDIA:

LinkedIn	www.linkedin.com/company/krakenrobotics
X	https://x.com/krakenrobotics
Facebook	www.facebook.com/krakenroboticsinc
YouTube	www.youtube.com/channel/UCEMyaMQnneTeIr71HYgrT2A
Instagram	www.instagram.com/krakenrobotics

ABOUT 3D AT DEPTH

3D at Depth specialises in underwater data acquisition, providing unparalleled expertise and cutting-edge solutions to a diverse array of in water measurement challenges. From initial underwater survey planning to final data delivery, our comprehensive end-to-end approach and commitment to excellence has positioned us as industry leaders, empowering our clients worldwide with detailed and accurate three-dimensional point clouds which provide an insightful and holistic view of underwater environments.

LINKS:https://3datdepth.com/

SOCIAL MEDIA:

LinkedIn	https://www.linkedin.com/company/3d-at-depth/
X	https://x.com/3datdepth
YouTube	https://www.youtube.com/@3d-at-depth
Instagram	https://www.instagram.com/3datdepth/
Threads	https://www.threads.net/@3datdepth
Bluesky	https://bsky.app/profile/3datdepth.bsky.social

Certain information in this news release constitutes 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 anticipated closing date of the Transaction, including the satisfaction of all closing conditions, potential business synergies as a result of the Transaction, the anticipated market for 3D at Depth’s products and services following completion of the Transaction, business objectives, expected growth, results of operations, performance, business projects and opportunities, and financial results. 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 and other factors set out in the Company's public disclosure documents. 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 such forward-looking statements included in, or incorporated by reference in this news release, should not be unduly relied upon. Such 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. The forward-looking statements contained in this news release are expressly qualified by this cautionary statement.

Neither the TSX Venture Exchange Inc. nor its Regulation Services Provide (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release, and the OTCQB has neither approved nor disapproved the contents of this press release.

For further information:

Erica Hasenfus, Director of Marketingerica.hasenfus@krakenrobotics.com

Joe MacKay, Chief Financial Officer(416) 303-0605jmackay@krakenrobotics.com

Greg Reid, President & CEO(416) 818-9822greid@krakenrobotics.com

Sean Peasgood, Investor Relations(647) 955-1274sean@sophiccapital.com

Photos accompanying this announcement are available at: 

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