Subject: Global UAV Technologies Ltd.
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File: '\\swfile\EmailIn\20260212 144757 Attachment GLOBAL UAV News Release announcing closing of debt settlement and private placement (February 2026).docx'
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Not for distribution to United States newswire services or for release publication, distribution or dissemination directly, or indirectly, in whole or in part, in or into the United States.
GLOBAL UAV ANNOUNCES CLOSING OF NON-BROKERED PRIVATE PLACEMENT AND DEBT SETTLEMENT
VANCOUVER, BC - February 12, 2026 - Global UAV Technologies Ltd. (CSE: UAV, OTC:YRLLF, FSE:1OZ) (the "Company") announces that, further to its news release dated December 29, 2025, it has closed a non-brokered private placement financing (the "Financing"), consisting of the issuance of 2,095,238 units of the Company (each, a "Financing Unit") at a price of $0.105 per Financing Unit for aggregate gross proceeds of $219,999.99, effective February 12, 2026.
The Company also announces that, further to its news release dated December 29, 2025, it has settled outstanding indebtedness in an aggregate amount of $1,266,274.26 (the "Debt Settlement", and together with the Financing, the "Offering") owing to certain creditors of the Company. The Debt Settlement is satisfied through the issuance of an aggregate of 12,059,753 units of the Company (each, a "Debt Settlement Unit", and together with the Financing Units, the "Units") at a deemed price of $0.105 per Debt Settlement Units.
Each Unit issued in the Offering consists of one (1) common share in the capital of the Company (each, a "Share") and one (1) Share purchase warrant (each, a "Warrant"), with each Warrant entitling the holder thereof to acquire one (1) additional Share (each, a "Warrant Share", and collectively with the Shares and the Warrants, the "Securities") at an exercise price of $0.135 per Warrant Share for a period of two years from the date of closing of the Offering.
The Company intends to use the proceeds of the Offering for general working capital purposes.
No finder's fees were paid in connection with the Offering.
In accordance with the policies of the Canadian Securities Exchange, shareholder approval was required in connection with the Offering. On February 2, 2026, the Company obtained approval of the Financing and the Debt Settlement from a majority of the holders of the issued and outstanding Shares, excluding Shares held by Related Parties, by way of written consent resolution.
All Securities issued in connection with the Offering are subject to a statutory hold period expiring four months and one day after closing of Offering.
Timothy Ko, a director of the Company, and a corporation owned by the CEO and director of the Company, Ron Schmitz, participated in the Financing, and are each considered to be a "related party" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101") and the issuance to each related party is considered to be a "related party transaction" within the meaning of MI 61-101 but is exempt from the valuation requirement of MI 61-101 by virtue of the exemption contained in section 5.5(b) as the Company's shares are not listed on a specified market and from the minority shareholder approval requirements of MI 61-101 by virtue of the exemption contained in section 5.7(a) of MI 61-101 in that the fair market value of the consideration of the shares to be issued to the related party does not exceed 25% of the Company's market capitalization.
This news release does not constitute an offer to sell, or a solicitation of an offer to buy, any securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons (as defined under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
On Behalf of the Board of Directors
"Ron Schmitz"
Ron Schmitz
Director, President and CEO
The CSE has neither approved nor disapproved the contents of this press release and the CSE does not accept responsibility for the adequacy or accuracy of this release.
Cautionary Statement Regarding Forward-Looking Statements
This news release includes certain "forward-looking statements" under applicable Canadian securities legislation that are not historical facts. Forward-looking statements involve risks, uncertainties, and other factors that could cause actual results, performance, prospects, and opportunities to differ materially from those expressed or implied by such forward-looking statements. Forward-looking statements in this news release include, but are not limited to, statements with respect to the expectations of management regarding the use of proceeds of the Financing. Although the Company believes that and the expectations reflected in the forward-looking information are reasonable, there can be no assurance that such expectations will prove to be correct. Such forward-looking statements are subject to risks and uncertainties that may cause actual results, performance or developments to differ materially from those contained in the statements including that, the proceeds of the Financing may not be used as stated in this news release and those additional risks set out in the Company's public documents filed on SEDAR+ at www.sedarplus.ca. Although the Company believes that the assumptions and factors used in preparing the forward-looking statements are reasonable, undue reliance should not be placed on these statements, which only apply as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. Except where required by law, the Company disclaims any intention or obligation to update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.
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