Mr. Rick Unrau reports
AETHER GLOBAL INNOVATIONS ADVANCES ITS ACQUISITION OF ARION DEFENSE
Aether Global Innovations Corp. has entered into a definitive agreement dated April 1, 2026, to acquire 100 per cent of the issued and outstanding shares of Arion Defense Inc.
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Strategic milestone expands integrated defense platform with counter-drone systems and advanced security screening;
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Advancing Aether's evolution into a provider of rapidly deployable security solutions for military, law enforcement, border security and critical infrastructure markets.
"Arion will bring us proprietary security technologies and revenue participation opportunities, while our current Bravo Zulu and UAVionics partnerships extend our mission coverage from counter-UAV and long-range ISR through to advanced screening," said Rick Unrau, chief executive officer of Aether Global Innovations. "Together, these capabilities will support a more complete security offering that we believe will enhance our ability to pursue near-term commercial deployments and integrated security programs."
The agreement replaces the non-binding letter of intent between Arion and the company announced on Dec. 10, 2025.
Building an integrated security platform
Over the past six months, Aether has restructured its operations and executed complementary agency and partnership agreements designed to support a capital-efficient, integration-focused growth strategy. The proposed transaction will build on these steps by adding proprietary technologies and revenue participation pathways.
Arion contributes two core capabilities that will expand Aether's addressable market:
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Counter-drone systems:
Arion holds a participation interest, via partners Bravo Zulu Drone Defense Inc. and Jatayu Unmanned Technologies Pvt. Ltd., in field
deployed counter
UAV (unmanned aerial vehicle) systems used internationally. These multisensor platforms fuse RF, radar, optical and acoustic detection with artificial-intelligence-enabled jamming to defeat unauthorized drones, with South Asian military trials under way.
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Footwear screening platform:
Arion holds an exclusive Pacific Northwest National Laboratory (PNNL) patent licence for its footwear screening platform (FSP), which uses millimeter-wave imaging and AI-driven analysis to detect concealed threats in footwear without removal. This enables higher
throughput, more user
friendly screening at airports, borders and other high-security venues while closing a known gap in current protocols.
These technologies complement Aether's existing commercial relationships established over the past six months:
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Exclusive Canadian Agency agreement with Bravo Zulu Drone Defense:
This agreement provides Aether with distribution and promotion rights for counter UAV systems across
Canadian military, law enforcement and critical infrastructure markets, and access to field-tested technology and active customer engagement.
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Canadian agency agreement with UAVionics:
This agreement establishes Aether as the Canadian representative for UAVionics's ISR-focused unmanned systems, including long-range platforms and related services designed for surveillance, reconnaissance, and monitoring applications across defence and civil markets.
Together, these integrated capabilities are intended to position Aether to deliver comprehensive security solutions spanning airspace security, long-range ISR and physical screening, creating synergies that enhance the company's competitive positioning and ability to pursue co-ordinated deployments that traditional single-product vendors cannot match.
Strategic rationale and value creation
The company's strategic rationale for pursuing the proposed transaction is as follows:
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Near-term revenue potential:
Arion's interests in active counter-drone deployments and its FSP technology will provide potential revenue pathways via product sales and licensing.
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Customer access:
The proposed transaction will deepen Aether's reach into defence, law enforcement, border security, transportation security and critical
infrastructure customers.
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Technology edge:
The exclusive PNNL
licensed FSP will address a key screening gap, while Arion's counter-drone exposure will enhance Aether's Bravo Zulu relationship and C
UAS positioning.
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Scalable platform:
Combining these assets under one platform will enable Aether to pursue larger, multidomain security programs requiring integrated solutions.
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Corporate profile enhancement:
The proposed transaction will reinforce Aether's profile as a pure
play defence and security technology company aligned with themes like counter-drone, ISR and infrastructure protection.
Platform strategy and future growth
Through the proposed transaction, Aether has identified a proven private-sector operator with established revenue, intellectual property and government relationships, and it intends to scale the Arion business through public-market capital access, operational integration and global distribution capabilities.
Aether aims to operate in this opportunity space by connecting proven innovators with capital, public-market access and distribution reach to help them scale. This model is intended to provide both near-term cash flow visibility and long-term strategic upside, as the company builds a portfolio of synergistic technologies serving overlapping customer bases.
Proposed transaction details
Pursuant to the agreement, Aether has agreed to acquire 100 per cent of the 20,156,994 currently issued and outstanding common shares of Arion in consideration for an aggregate of 48,376,786 common shares of the company,
representing an exchange ratio of approximately 2.4 Aether consideration shares for each Arion company share, at a deemed issue price of 15 cents per share, which deemed price per share represents a 25-per-cent discount to the closing market price of the company's shares on the date of execution. The proposed transaction will constitute a fundamental change under Policy 8 of the Canadian Securities Exchange and will therefore be subject to the approval of the exchange and the approval of the company's shareholders, among other customary conditions precedent.
In connection with the proposed transaction, Arion intends to undertake a non-brokered private placement offering of a minimum of 7,142,857 units of Arion at a price of 33.6 cents per Arion unit, for minimum aggregate gross proceeds of $1-million. Each unit will be composed of one common share of Arion and one-half of one common share purchase warrant of Arion, exercisable at 60 cents for three years from issuance. Pursuant to the agreement, upon completion of the proposed transaction, each Arion financing share will be exchanged for 2.4 common shares of the company and each Arion financing warrant will become exercisable into 2.4 common shares of the company at an exercise price of 25 cents per Aether financing warrant share.
In connection with the proposed transaction, the company intends to: (i) change its name to a name to be agreed upon; (ii) change its stock exchange ticker symbol to a symbol to be determined between the parties and acceptable to the Canadian Securities Exchange; and (iii) reconstitute its board of directors and management team. The names and titles of the new directors and officers of the company following the proposed transaction will be announced in a subsequent news release once finalized.
In connection with the proposed transaction and pursuant to the requirements of the CSE, the company will file a listing statement in CSE Form 2A on its CSE issuer page and issuer profile on SEDAR+, which will contain details regarding the proposed transaction, the company, Arion and the resulting issuer.
About Aether Global Innovations Corp.
Aether Global Innovations is a defence and security technology company focused on unmanned systems, counter-drone solutions, and advanced security scanning for critical infrastructure and high-value public and private sites. Aether operates a disciplined platform model, acquiring and partnering with proven operators that have established revenue, intellectual property and government relationships, then scaling these assets through integration, capital deployment and global distribution. By combining counter-UAV capabilities, ISR-oriented unmanned systems and advanced screening technologies, Aether aims to deliver rapidly deployable, mission-focused
solutions that enhance the safety, resilience and operational awareness of its customers.
We seek Safe Harbor.
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