Vision Marine Technologies Inc (VMAR) News & EventsVMARVision Marine Technologies Inc

Vision Marine Files New Patent Application for E-Motion Charging Technology

Vision Marine Technologies announced the filing of a new U.S. patent application covering charging protection technology for its E-Motion high-voltage electric marine powertrain. The proposed technology is intended to support dealers, installers and service technicians by helping maintain a controlled electrical condition during inspection, maintenance or component servicing. The filing expands Vision Marine's intellectual property portfolio surrounding the E-Motion platform. The patent application is pending and remains subject to examination by the United States Patent and Trademark Office. No assurance can be given regarding the scope, timing or outcome of the application.

Vision Marine Enters LOI for Proposed Business Combination

Vision Marine Technologies announced that it has entered into a non-binding letter of intent with a privately held operating company 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% 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 Nasdaq, subject to Nasdaq's approval of an initial listing application, with completion also subject to TSX 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 October 15 and completing the proposed transaction on or before December 31. 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. 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% and existing Vision Marine securityholders approximately 2.9% 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% 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%. 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 TSXV. 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. 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 pre-closing financing of at least $25M; the counterparty obtaining at least $100M 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 and other customary closing conditions. The $100M 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 October 15, 2026, and completing the proposed transaction on or before December 31.