Vancouver, British Columbia--(Newsfile Corp. - August 24, 2026) - Global UAV Technologies Ltd. (CSE: UAV) (OTC Pink: YRLLF) (FSE: YAB) (the "Company") is pleased to announce that it is has entered into a definitive amalgamation agreement (the "Amalgamation Agreement") with Nexus Peptide Sciences Inc. ("Nexus"), a private corporation existing under the laws of British Columbia, dated August 24, 2026, and 1604759 B.C. Ltd. ("Newco") a private corporation existing under the laws of British Columbia, pursuant to which the Company would complete a business combination with Nexus and acquire all of the outstanding securities of Nexus from the securityholders of Nexus by way of "three-cornered" amalgamation (the "Transaction").

About Nexus Peptide Sciences Inc.

Nexus is a private biotechnology company, based in Vancouver, British Columbia. Nexus is developing peptide formulations and delivery systems intended to improve stability, absorption and practical use across metabolic health, recovery and longevity applications.

Peptides are short chains of amino acids that act as native signalling molecules, regulating metabolism, repair, immunity and cognition. Nexus' platform is directed at what the company identifies as the principal constraint on peptide adoption —the molecule itself and the route of delivery, as most peptides degrade rapidly, struggle to cross biological barriers and require injection to remain stable.

Nexus' work spans five areas: molecular optimization (sequence and structural refinement to improve stability, half-life and target selectivity); formulation chemistry (excipient and carrier systems engineered for solubility, shelf-stability and consistent dosing); researching optimal delivery systems (needle-free formats including transdermal patches, oral platforms and absorption-enhanced carriers); quality and verification (manufacturing in approved facilities with batch-level third-party analytical testing for identity, purity and contamination); and regulatory alignment (monitoring of U.S. and international policy to align product positioning with the evolving framework for peptide-based products).

Currently, Nexus has designed a series of D-peptide analogues derived from six bioactive peptide leads. These analogues are currently being prepared, with pharmacokinetic studies planned to identify candidates with improved stability and drug-like properties. Freedom-to-operate analysis is underway, and Nexus has a plan in place, based on expert advice, for the development of intellectual property ("IP").

Once Nexus has completed the development and assessment of the potential IP, any necessary patents will then be filed.

Further information regarding Nexus, its business, its programs and its financial position will be included in the listing statement to be prepared in connection with the Transaction and filed under the Company's profile on SEDAR+.

Summary of the Transaction

Pursuant to the terms of the Amalgamation Agreement, the Company has agreed to acquire all of the issued and outstanding common shares (each, a "Nexus Share") of Nexus by way of "three-cornered" amalgamation whereby Newco and Nexus will amalgamate to form a new entity ("Amalco"), and Amalco will be a wholly-owned subsidiary of the Company upon completion of the Transaction (the "Closing"). At the effective time of the Closing, each of the outstanding Nexus Shares will be cancelled and, in consideration for such Nexus Shares, each respective Nexus shareholder will receive their pro rata portion of an aggregate of 20,500,000 common shares (each, a "Share") in the capital of the Company and 7,000,000 transferable share purchase warrants (each, a "Warrant") of the Company. Each Warrant is exercisable into one (1) additional Share (each, a "Warrant Share") at an exercise price of $0.10 per Warrant Share for a period of two (2) years following the Closing. The Company and Nexus negotiated at arm's length and no valuations were obtained.

Immediately prior to the Closing, the Company has agreed that there will be no more than 33,000,000 Shares and 17,000,000 share purchase warrants issued and outstanding, with such warrants to have an exercise price of $0.10 per Share. Following completion of the Transaction. The Company anticipates that there will be a finder's fee in connection with the Transaction comprised of $100,000 in cash and 1,000,000 in Shares.

The Transaction is considered a Fundamental Change pursuant to the policies of the Canadian Securities Exchange (the "CSE"), requiring the CSE to review and approve the Transaction. The Transaction is an arm's length transaction. The Transaction will be completed pursuant to available exemptions under applicable legislation.

Concurrent Financing

On or before the Closing of the Transaction, the Company intends on completing an equity financing (the "Concurrent Financing") of a minimum of $3,000,000 and a maximum of $5,000,000, consisting of a minimum of 7,500,000 Shares and a maximum of 12,500,000 Shares at a price of $0.40 per Share or such other price as may be agreed upon by the Company and Nexus, which price was negotiated at arm's length by the parties. The Company may pay finder's fees in connection with such financing. The proceeds of the financing will be used for the development and assessment of IP in regards to the work as discussed above, in addition to marketing, investor relations, general and administrative costs and general corporate purposes.

Upon completion of the transaction, the Company expects to have 54,500,000 Shares issued and outstanding, not including shares to be issued in the Concurrent Financing. Shareholders of the Company prior to completion of the Transactions are expected to own approximately 61% of the total issued and outstanding Shares after completion of the Transaction, not including shares to be issued in the Concurrent Financing.

Board and Management

On Closing of the Transaction, the board of directors of the combined company (the "Resulting Issuer") will consist of five (5) directors  three (3) nominees of Nexus (Dr. Patrick Gunning, Dr. Mark Lindsay and Dr. Mona Ezzat-Velinov) and two (2) continuing directors of the Company (Ron Schmitz and Tim Ko). The Company anticipates that on Closing Chris Cherry will be appointed as Chief Financial Officer. Additional information on the proposed directors, officers and Insiders (as defined in the policies of the CSE) of the Resulting Issuer will be included in subsequent press releases in connection with the Transaction.

Dr. Patrick Gunning - Proposed Director and Chief Scientific Officer

Dr. Gunning is a Professor of Molecular Therapeutics at the University of Glasgow and a Professor of Chemistry at the University of Toronto, and was previously a Canada Research Chair in Medicinal Chemistry and founder and inaugural Director of the Centre for Medicinal Chemistry. He earned his Ph.D. from the University of Glasgow and completed postdoctoral studies at Yale University. He has authored over 140 research publications and is a Fellow of the Royal Society of Chemistry; his recognitions include the Boehringer Ingelheim Young Investigator Award, the RSC MedChemComm Emerging Investigator Lectureship and Canada's Top 40 Under 40. Dr. Gunning has co-founded multiple biotechnology companies, including Janpix Inc., Centessa Pharmaceuticals, Dunad Therapeutics, Dalriada Drug Discovery, HDAX Therapeutics and Carnyx Therapeutics.

Dr. Mark Lindsay - Proposed Director

Dr. Lindsay is a Doctor of Chiropractic and a graduate of Palmer Chiropractic College, with 35 years of experience working with elite athletes, including Super Bowl, Stanley Cup and MLB championship teams and Olympic and world champions. He is a Diplomate of the American Chiropractic Neurology Board and a member of the Ontario and Colorado Chiropractic Associations, and is a Ph.D. candidate in the Neuroscience Program at Queen's University. He has completed over 3,000 hours of graduate study in neurology through the Carrick Institute for Graduate Studies, is the author of Fascia: Clinical Applications for Health and Human Performance and ten research publications, and serves as a Research Fellow at the Steadman Philippon Research Institute in Vail, Colorado. He is a co-founder of Carnyx Therapeutics, Kelvin Therapeutics and Entourage AI.

Dr. Mona Ezzat-Velinov - Proposed Director

Dr. Ezzat-Velinov is a board-certified family physician with more than 25 years of clinical experience specializing in integrative and functional medicine, and works in longevity medicine. She has provided expertise to healthcare and technology organizations including Apple, Facebook, One Medical, Human Longevity and Fountain Life, is a frequent conference speaker including at the Buck Institute, and has authored published chapters on integrative wellness and women's longevity. She is a member of the American Academy of Family Physicians, the Institute for Functional Medicine and the Mast Cell Academy.

Christopher Cherry - Proposed Chief Financial Officer

Mr. Cherry has over 20 years of corporate accounting and audit experience and has held senior positions with several public mining companies, including director, chief financial officer and secretary. He is a CPA, having obtained the Chartered Accountant designation in 2009 and the Certified General Accountant designation in 2004. He previously held positions with KPMG and Davidson & Co. LLP in Vancouver, auditing junior public companies.

Ron Schmitz - Continuing Director, President and Chief Executive Officer

Mr. Schmitz has been a director, chief executive officer and chief financial officer of numerous public companies since 1997, and is an active participant in the junior markets. Mr. Schmitz is also the president of ASI Accounting Services Inc., which has provided administrative, accounting and office services to public and private companies since 1995.

Tim Ko - Continuing Director

Mr. Ko is an entrepreneur who has successfully founded and operated businesses in technology and biotech. He has served at both the executive and board level, and has overseen the successful financing, acquisition and operations of businesses in his time within the Canadian public markets.

Closing Conditions

Completion of the Transaction remains subject to a number of conditions, including satisfactory due diligence, completion of audited financial statements for Nexus, the receipt of all requisite approvals required to consummate the Transaction, and other conditions customary for transactions of this nature. The Amalgamation Agreement includes a completion deadline of September 30, 2026. The parties will endeavor to complete the Transaction as soon as practicable and intend to complete the Transaction prior to the completion deadline. There can be no assurance that the Transaction will be completed as proposed or at all. Trading of the Company's shares will remain halted in accordance with the policies of the CSE.

Completion of the Transaction is subject to a number of conditions, including acceptance of the CSE. There can be no assurance that the Transaction will be completed as proposed or at all. Trading in the securities of the Company should be considered highly speculative.

The CSE has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this news release.

This news release does not constitute an offer to sell or a solicitation of an offer to buy the securities described herein in the United States. The securities described herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Act"), or any state securities laws and may not be offered or sold in the United States or to the account or benefit of a U.S. person absent an exemption from the registration requirements of such Act.

Forward-Looking Statements

This news release contains forward-looking statements and forward-looking information (collectively, "forward-looking statements") within the meaning of applicable Canadian legislation. Forward-looking statements are typically identified by words such as: "believes", "expects", "anticipates", "intends", "estimates", "plans", "may", "should", "would", "will", "potential", "scheduled" or variations of such words and phrases and similar expressions, which, by their nature, refer to future events or results that may, could, would, might or will occur or be taken or achieved. All statements in this news release that are not purely historical are forward-looking statements and include statements regarding beliefs, plans, expectations and orientations regarding the future. Although the Company believes that such statements are reasonable and reflect expectations of future developments and other factors which management believes to be reasonable and relevant, the Company can give no assurance that such expectations will prove to be correct. In making the forward-looking statements in this news release, the Company has applied several material assumptions, including without limitation, that the requisite approvals for the completion of the Transaction will be obtained; that the Company or Nexus, as applicable, will be able to satisfy any or all closing conditions necessary for the completion of the Transaction; and that the Company and Nexus will endeavor to close the Transaction by the proposed dates. Forward-looking statements in this press release include, but are not limited to, statements regarding: the completion of the Transaction; the structure and timing of the Transaction, the completion, size, and use of proceeds of the Financing; anticipated timing of any changes to management roles; anticipated changes to the board of directors and management of the Company; the appointment of new directors; and the satisfaction of closing conditions, regulatory approvals, and other approvals required to consummate the Transaction. Factors that could cause actual results to differ materially from those contemplated by the forward-looking statements include, among others: the failure to complete the Transaction or the Financing on the terms described or at all; the inability to satisfy closing conditions or obtain required regulatory, exchange, or shareholder approvals; changes in market conditions; the availability of financing; risks related to the issuance, conversion, and dilution effects of equity securities; risks related to the supplement market; execution risks associated with integrating Nexus' business following the Closing; changes in applicable laws or regulations; competitive pressures; and general economic and business conditions. Other factors may also adversely affect the future results or performance of the Company, including the risks and uncertainties which are more fully described in the Company's annual and quarterly management's discussion and analysis and in other filings made by the Company with Canadian securities regulatory authorities under the Company's SEDAR+ profile. No assurance can be given that any of the events anticipated by the forward-looking statements will occur or, if they do occur, what benefits the Company will obtain from them. Readers are cautioned that forward-looking statements are not guarantees of future performance or events and, accordingly, are cautioned not to put undue reliance on forward-looking statements due to the inherent uncertainty of such statements. The Company does not undertake any obligation to update such forward‐looking information whether because of new information, future events or otherwise, except as expressly required by applicable law.

The Canadian Securities Exchange (operated by CNSX Markets Inc.) has neither approved nor disapproved of the contents of this press release.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/311038

Source: Global UAV Technologies Ltd.