The Management Board of Polska Grupa Militarna S.A., with its registered office in Warsaw (the Issuer), announces that, with the support of CPAR Limited (CPAR), the Issuer’s largest shareholder, the Issuer has commenced negotiations with No Gravity Development S.A., based in Warsaw (NGD), regarding the terms of the Issuer’s sale of shares representing 100% of the share capital of Tech Robotics sp. z o.o., based in Warsaw (TR).
The subject of the negotiations is to agree on the terms of the Issuer’s potential contribution to NGD of shares representing 100% of TR’s share capital in exchange for NGD Series B shares, as well as the terms of the issuance of NGD Series C shares, of which no less than 50.01% would be taken up by the Issuer in exchange for a cash contribution, at an issue price for Series C shares of no less than PLN 4 per share.
The Issuer notes that, following the potential conclusion of an agreement with NGD and the implementation of the aforementioned plan, the Issuer will hold shares in NGD representing at least 50.01% of the total number of votes at NGD’s General Meeting, which means that NGD will become part of the Issuer’s Capital Group.
The Issuer also notes that, following the potential conclusion of an agreement with NGD and the implementation of the aforementioned plan, NGD will commence operations in the field of drone development, based on TR’s assets. These operations will be financed with funds raised from the issuance of Series C shares (including at least PLN 1,000,000 from the Issuer). The Issuer further notes that as of the date of this report, it possesses the cash necessary to pay for the Issuer’s Series C shares. These funds originate from a subsequent payment—in the amount of PLN 1,000,000—received by CPAR pursuant to the investment agreement concluded by the parties. The Issuer further notes that following the potential conclusion of an agreement with NGD and the implementation of the aforementioned plan, NGD will merge with TR through the acquisition of TR, and subsequently change its name to Tech Robotics S.A.
The Issuer notes that TR is a company with experience in developing and commercializing innovative products designed for the rapidly growing military market, specifically in the field of battlefield robotics—and in particular in the development of training, patrol, reconnaissance, defensive, and offensive robots—as well as in the application of AI on the modern battlefield. Following the acquisition of TR, NGD will, through TR, hold the rights to and develop the ReconSea maritime drone and ReconPatrol ground drone projects, as well as hold the rights to the Recon Navigator software. TR’s drones are currently being showcased at the 22nd MSPO International Defense Industry Exhibition in Kielce, taking place September 3–6, 2024. TR holds a license to trade in explosives, weapons, and ammunition, as well as products intended for military or police use. The license was granted by the Minister of Internal Affairs and Administration. TR also holds the NATO NCAGE CODE 9APJH.
The Issuer emphasizes that, following the potential conclusion of an agreement with NGD, the ReconSea maritime drone and ReconPatrol ground drone projects, as well as the Recon Navigator software, will remain within the Issuer’s Capital Group. At the same time, the Issuer will acquire an entity listed on the NewConnect market for its Capital Group, which should be beneficial for both the Issuer and its shareholders.