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 entered into an agreement with No Gravity Development S.A., based in Warsaw (NGD), regarding the sale by the Issuer of shares representing 100% of the share capital of Tech Robotics sp. z o.o., based in Warsaw (TR).
Under the agreement, the Issuer will contribute shares representing 100% of TR’s share capital to NGD in exchange for 1,099,000 Series B shares of NGD. At the same time, the Issuer has undertaken to subscribe for and pay for 251,000 Series C shares of NGD in exchange for a total issue price of PLN 1,004,000 (i.e., PLN 4 per share).
The Issuer notes that upon the execution of the above agreement, the Issuer will hold NGD shares representing at least 50.04% 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 agreement provides that, based on TR NGD’s assets, the Issuer will commence operations in the field of unmanned drone development. These operations will be financed with funds raised from the issuance of Series C shares (including at least PLN 1,004,000 from the Issuer). The Issuer indicates that as of the date of this report, it possesses the cash necessary to pay for the Issuer’s Series C shares. These funds come from a subsequent payment—in the amount of PLN 1,000,000—received by CPAR in performance of the investment agreement concluded by the parties.
Ultimately, the parties to the agreement anticipate that NGD will merge with TR through the acquisition of TR, and will subsequently change its name to Tech Robotics S.A.
The Issuer announces that TR is a company with experience in developing and commercializing innovative products in the field of robotics, particularly in the development of training and surveillance robots. Following the acquisition of TR, the Issuer 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 were showcased at the 22nd International Defense Industry Exhibition (MSPO) in Kielce, which took 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. License No. B-104/2023 was granted by the Minister of the Interior and Administration.
The Issuer emphasizes that following the implementation of the aforementioned 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 into its Capital Group, which should be beneficial for both the Issuer and its shareholders. Among other things, this should increase the opportunities for securing financing for the Issuer’s Capital Group’s technology projects, while maintaining the Issuer’s control over these projects.