RCAT · Red Cat Holdings, Inc.

Red Cat Holdings, Inc., a provider of drone and robotic solutions for defense and national security, has entered into a Share Purchase Agreement to acquire Quaze Technologies Inc., a Quebec-based corporation. The acquisition will be executed through 9563-4747 Quebec Inc., a direct wholly-owned subsidiary of Red Cat. The transaction involves Red Cat delivering closing consideration of approximately $25 million in shares of its common stock, subject to adjustments for Quaze's indebtedness, transaction expenses, and net working capital at closing. Additionally, the agreement includes an earnout provision allowing for up to $5 million in additional stock consideration payable to Quaze equity holders upon achieving specific integration, revenue, and gross margin targets. The boards of directors of both Red Cat and Quaze have approved the agreement. The transaction remains subject to customary closing conditions, including regulatory approvals, the accuracy of representations and warranties, and the continued listing of Red Cat's common stock on Nasdaq. The agreement includes a termination right for either party if closing conditions are not met by December 31, 2026, providing a defined timeline for transaction completion.