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File: 2018-03-06 Global Signs LOI to Purchase AIR.DOCX
CSE: UAV
OTC: YRLLF
FSE: YAB2
News Release #18-05
March 6, 2018
Global UAV Signs a Letter of Intent for the Strategic Purchase of Aerial Imaging Resources
Global UAV Technologies Ltd. (CSE: UAV, OTC: YRLLF, FSE: YAB2) (the "Company" or "Global UAV"), a leader in the Unmann
--->ed Aerial Vehicle ("UAV") industry, is pleased to announce that it has signed a Letter of Intent ("LOI") to acquire Ae
--->rial Imaging Resources Inc. ("AIR"). AIR is a rapidly growing, private Canadian UAV services company focused on provid
--->ing geophysical surveys to its international client base.
"We are excited to announce the signing of an LOI to acquire AIR. This strategic acquisition will considerably strengt
--->hen the services division of Global UAV" stated Michael Burns, CEO and director of Global UAV. "AIR is a similarly siz
--->ed, emerging competitor to Pioneer Aerial Surveys. It's a cash flowing business that has been rapidly growing and has
--->a number of contracts secured for both existing and new customers. Combining the management, assets and operations of
--->AIR with our already well-established operations will create the largest UAV based magnetometer service provider world
--->wide."
James Rogers, President and director added, "the combination of Pioneer and AIR will allow us to better meet the high
--->industry demand for our survey services. We anticipate an immediate increase in line kilometers flown for Pioneer Aeri
--->al, which will accelerate our steadily growing revenue stream."
Peter Dueck, CEO and President of AIR stated "we are excited to become a part of the Global UAV team. This acquisition
---> helps solidify our position as the premier international UAV based geophysical service provider. We will be better a
--->ble to continue serving our clients' growing survey needs and look forward to building future clients under Pioneer Ae
--->rial's UAV-MAGTM brand."
Pursuant to the terms of the LOI, and subject to the execution of a definitive share exchange agreement (the "Share Ex
--->change Agreement"), Global UAV will purchase all of the outstanding and issued common and preferred shares of AIR for
--->the sum of Cdn. $2,400,000, which will be paid as $600,000 in cash (a portion of which will be used to eliminate all o
--->f AIR's outstanding liabilities) and the issuance of common shares of Global UAV equal to a total of Cdn. $1,800,000 b
--->ased upon a deemed issuance price, calculated at the closing date, and based upon the Volume Weighted Average Price (V
--->WAP) over the 20 days preceding the closing date (the "Transaction"). The Transaction will include all assets, key per
--->sonnel, clients and contracts. The LOI contemplates the finalization of a definitive agreement that will include repre
--->sentations, warranties, covenants and other agreements customary for a transaction of this nature including escrow con
--->ditions, if applicable and employment agreements with key personnel of AIR. It is anticipated that shares to be issued
---> in connection with the Transaction will be subject to voluntary escrow.
The LOI was entered into on March 5, 2018. The transaction does not represent a fundamental change for the company and
---> no finder's fees are applicable to this transaction.
Closing and completion of the Transaction are subject to the satisfaction of certain conditions, including the complet
--->ion of satisfactory due diligence by Global UAV, the execution of the Share Exchange Agreement, as well as obtaining t
--->hird party and regulatory authorities approval, if applicable. Although it is the intent of both parties to close the
--->Transaction as quickly as possible, there are no guarantees that the Transaction will be completed as proposed or at a
--->ll.
About AIR
Aerial Imaging Resources Inc. is an emerging leader in UAV based geophysics surveying. They currently operate a fleet
--->of Procyon 800E helicopters and fly surveys for clients worldwide. AIR has a proven track record of efficient and safe
---> field operations with an extensive client list from across Canada and the United States. AIR's co-founder, Peter Duec
--->k (BSc, BA, MBA), is a highly respected geophysicist, most recently holding the position of Chief Geophysicist for Hud
--->bay Minerals Inc.
Mr. Dueck will bring strong management and technical experience to Global's wholly owned subsidiary Pioneer Aerial Sur
--->veys.
About Global UAV Technologies Ltd.:
Global UAV Technologies is a leader within the commercial Unmanned Aerial Vehicle ("UAV") sector. Through its wholly
--->owned divisions - Pioneer Aerial Surveys, High Eye Aerial Imaging, UAV Regulatory Services, and NOVAerial Robotics - G
--->lobal UAV Technologies provides a full spectrum of UAV-based services and products including manufacturing, service pr
--->ovider and regulatory divisions.
Global UAV Technologies will continue its growth through expanding the business of its current divisions and the conti
--->nued evaluation of potential acquisitions with the goal of creating a consortium of businesses that, when fully integr
--->ated, will cover all aspects of the UAV industry.
On behalf of the Board of Directors,
"Michael Burns"
Michael Burns
CEO & Director
For additional information please contact:
Global UAV Technologies
Investor Information
Telephone: 1 888-905-7011
Email: ir@globaluavtech.com
www.globaluavtech.com
Neither Canadian Securities Exchange (CSE) nor its Regulation Services Provider (as that term is defined in the polici
--->es of the CSE) accepts responsibility for the adequacy or accuracy of this release.
Forward-Looking Statement
Statements in this press release, other than purely historical information, including statements relating to the Compa
--->ny's future plans and objectives or expected results, may include forward-looking statements. Forward-looking statemen
--->ts are based on numerous assumptions and are subject to all of the risks and uncertainties inherent in public markets,
---> service industries, manufacturing and the UAV Sector. As a result, actual results may vary materially from those desc
--->ribed in the forward-looking statements.
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