Mr. Alexandre Mongeon reports

VISION MARINE TECHNOLOGIES SIGNS LETTER OF INTENT FOR PROPOSED BUSINESS COMBINATION WITH AN UNDISCLOSED COUNTERPARTY

Vision Marine Technologies Inc. has entered into a non-binding letter of intent dated Aug. 20, 2026, with a privately held operating company (the counterparty) regarding a proposed business combination. The proposed transaction is expected to be structured as a reverse takeover of Vision Marine and would result in a change of control of the company.

Existing Vision Marine securityholders are expected to retain approximately 2.9 per cent of the combined company at closing, before giving effect to a proposed concurrent financing and before giving effect to additional contingent consideration available to Vision Marine securityholders tied to future performance milestones. The parties intend for the combined company's common shares to remain listed on the Nasdaq Capital Market, subject to Nasdaq's approval of an initial listing application, with completion also subject to TSX Venture Exchange acceptance.

The identity of the counterparty and the additional commercial terms of the proposed transaction remain confidential pending completion of due diligence and the negotiation and execution of definitive transaction documents. The LOI does not obligate either party to consummate the proposed transaction. Completion remains subject to, among other things, satisfactory completion of due diligence, negotiation and execution of definitive agreements, receipt of required board, shareholder and regulatory approvals, stock exchange approval, and completion of a concurrent financing. The parties intend to work toward executing definitive agreements on or before Oct. 15, 2026, and completing the proposed transaction on or before Dec. 31, 2026. There can be no assurance that either milestone will be achieved or that the proposed transaction will be completed on the terms described, or at all.

From electrification to intelligence and autonomy

Vision Marine believes electrification represents one stage in the evolution of marine propulsion, while artificial intelligence, autonomous navigation, advanced sensing and secure communications are beginning to transform how vehicles operate in the air, on the water and across defence environments.

"Vision Marine has always been built around anticipating where technology is going next," said Alexandre Mongeon, chief executive officer of Vision Marine. "We entered electric propulsion because we believed electrification would reshape the marine industry. Today, we see another transformation under way as artificial intelligence, autonomy, sensing and secure communications change how vehicles operate across multiple environments.

"We started with electrification. We believe the next chapter is intelligence and autonomy," Mr. Mongeon added.

Defence and autonomous systems opportunity

Governments and defence organizations are increasingly focused on unmanned, autonomous and counter-unmanned systems across aerial, maritime, surface and underwater environments.

According to information provided by the counterparty, the counterparty is developing and integrating a range of unmanned and autonomous systems, with a focus on aerial, for defence, government and critical-infrastructure applications.

The parties believe the proposed combination could position the combined company to pursue opportunities as the United States, NATO (North Atlantic Treaty Organization) members and allied nations expand their focus on unmanned and autonomous defence capabilities.

According to the counterparty, the reported opportunity is connected to engagement concerning allied defence requirements and a potential sovereign and export-credit financing pathway intended to support scaled procurement, manufacturing and delivery.

The counterparty's estimate of potential annualized demand is significant. It does not constitute revenue recognized by Vision Marine, contracted backlog, guaranteed future revenue or an unconditional purchase commitment. It also does not represent a financing commitment, credit approval or sovereign guarantee from any government, export-credit agency or sovereign entity.

Realization of the reported opportunity would depend on procurement decisions, financing, definitive contracts, manufacturing capacity, delivery, acceptance, export approvals and geopolitical conditions. The information was supplied by the counterparty and remains subject to Vision Marine's due diligence review.

Proposed transaction

The LOI contemplates a reverse takeover through a share exchange and plan of arrangement under applicable corporate legislation or another structure agreed upon by the parties.

Based on initial estimates, the counterparty's shareholders would own approximately 97.1 per cent and existing Vision Marine securityholders approximately 2.9 per cent of the combined company at closing.

Vision Marine's base value remains subject to an agreed net-asset test and closing adjustments. The LOI also contemplates up to 2.8 per cent of additional contingent share consideration tied to maritime autonomy and military or government sales milestones. If fully earned, the contingent consideration could increase the interest attributable to existing Vision Marine securityholders to approximately 5.7 per cent.

The final exchange ratio and number of Vision Marine common shares to be issued will be established in the definitive agreements and disclosed in a subsequent news release.

The proposed transaction is an arm's-length transaction under the policies of the TSX-V. No director, officer, insider or controlling shareholder of Vision Marine has a material interest in the counterparty or the proposed consideration other than as a Vision Marine securityholder generally.

Financing and closing conditions

Completion remains subject to numerous conditions, including:

• Mutual due diligence and negotiation of definitive agreements;
• Approval by the boards of Vision Marine and the counterparty;
• Vision Marine shareholder approval;
• Stock exchange approval of the transaction;
• Completion of required audited financial statements and transaction disclosure;
• Completion of a concurrent or preclosing financing of at least $25-million (U.S.);
• The counterparty obtaining at least $100-million (U.S.) of aggregate binding purchase orders for 2027 deliveries;
• Confirmation of Vision Marine's agreed net-asset requirements;
• Receipt of required court, lender, regulatory and third party approvals;
• Other customary closing conditions.

The $100-million (U.S.) purchase order threshold is a future condition to the proposed transaction. It does not represent purchase orders currently received, contracted backlog or guaranteed future revenue.

The terms, pricing, securities to be issued and use of proceeds for the proposed financing have not yet been determined. They will be disclosed in a subsequent news release once available.

The parties intend to work toward executing definitive agreements on or before Oct. 15, 2026, and completing the proposed transaction on or before Dec. 31, 2026. There can be no assurance that either milestone will be achieved.

The final role and structure of Vision Marine's existing marine operations will be established through the definitive agreements. Until the transaction is completed, Vision Marine and the counterparty will continue to operate as separate companies.

The LOI is non-binding with respect to completion of the proposed transaction, except for certain traditional provisions expressly identified as binding. There can be no assurance that definitive agreements will be executed or that the transaction will be completed on the terms currently contemplated or at all.

Resulting company, management and principal shareholders

The name, capitalization, board composition and management of the combined company remain under negotiation and will be disclosed in a subsequent news release.

Based on the current transaction terms and before giving effect to the proposed financing, the counterparty's shareholders as a group would own approximately 97.1 per cent of the combined company.

The identities and anticipated ownership percentages of any person expected to hold 10 per cent or more of the combined company's voting securities will be disclosed once the final capitalization and financing terms have been determined.

Advisory matters

ThinkEquity is serving as financial adviser to Vision Marine in connection with the proposed transaction. Any fees payable in connection with the proposed transaction that are required to be disclosed under applicable TSX-V policies will be disclosed in a subsequent news release.

Subsequent disclosure

Vision Marine intends to issue a further news release upon execution of definitive agreements containing additional information concerning the final transaction structure, exchange ratio, financing, capitalization, principal shareholders, directors and officers, sponsorship, and other material terms.

The company will also provide status updates concerning the proposed transaction at least every 30 days, or as otherwise required under TSX-V policies.

About Vision Marine Technologies Inc.

Vision Marine Technologies is a marine technology and recreational boating company. Vision Marine develops the E-Motion high-voltage electric propulsion system and operates Nautical Ventures, a multibrand recreational boating retail and service platform with locations across Florida.

About the counterparty

The counterparty is a privately held defence technology company. Further information concerning the counterparty will be provided upon execution of definitive agreements.

Important information regarding the proposed transaction

Completion of the proposed transaction is subject to a number of conditions, including TSX-V acceptance and, if applicable, disinterested shareholder approval. Where applicable, the proposed transaction cannot close until the required shareholder approval has been obtained. There can be no assurance that the proposed transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the proposed transaction, information released or received concerning the proposed transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Vision Marine should be considered highly speculative.