Tonner Drones S.A.

Tonner Drones announced it is becoming a reference shareholder of MHM Corporate by converting part of its ORA debt into equity at €0.0110 per share, giving it a 15% stake representing 22 million shares. The conversion is part of MHM Corporate's broader refinancing, which includes a fully underwritten public capital increase with preferential subscription rights totaling €1.1M, alongside an additional €0.48M ORA conversion into equity at the same €0.0110 per share price, open to both existing shareholders and new investors. The transaction requires no cash outflow from Tonner Drones, eliminates MHM Corporate's short-term liabilities, and simplifies its capital structure. Following completion, Tonner Drones and its CEO Diede van den Ouden will each hold a 15% stake, with Tonner Drones retaining approximately €1.0M in ORA, potentially about 95 million shares at €0.0110, while MHM's total remaining ORA liabilities will amount to approximately €3.0M, held entirely by Tonner Drones and Mr. Van den Ouden. Both parties accepted a 90-day lock-up on all their shares and ORAs, or until the MHM share price reaches or exceeds €0.0140, whichever comes first, and the company warned the substantial new share issuance will significantly dilute existing shareholders and materially impact trading dynamics and the theoretical price of MHM shares.

Tonner Drones has strengthened its cash position by €1.5 million through the issuance of a traditional bond with warrants to a supportive investor. The bond matures on December 31, 2027, carries a 5% interest rate paid monthly, and includes two series of warrants. Series A warrants have an exercise price of €0.028 and could generate €1.5 million upon full exercise, while Series B warrants have an exercise price of €0.032 and could generate an additional €1.5 million, with maximum aggregate dilution of approximately 16%. The investor, Sitimo Ltd, a long-term backer of Dutch companies, cited confidence in CEO Diede van den Ouden's strategy and the company's potential in defense, drone, and technology sectors. Tonner Drones plans to use the funds to capitalize on emerging opportunities in those dynamic markets.