Tonner Drones Exits Last Variable Pricing Instrument

Tonner Drones Exits Last Variable Pricing Instrument

Cannes, 13 May 2024 18:00

Tonner Drones (“Tonner Drones” or the “Company”) is pleased to announce that it has reached an agreement with the holders of the Fiducie A trust to end the Company’s last variable pricing instrument.

• Agreement to terminate the Company’s last remaining variable pricing instrument
• Reduction of potential dilution, estimated to be between 15% and 20%
• Reduction of overall debt by an estimation of more than €1M
• Company expects a book profit from repurchasing the Fiducie A debt at a discount
• New selling restrictions imposed on Fiducie A to reduce their influence on the share price
• New bonds, with fixed conversion price, are being negotiated with new investors to finance cash payments to Fiducie A
• Company management likely to take part in the transaction to end variable pricing instrument
• Management strives towards a simpler capital structure

One of management’s key objectives when arriving at Tonner Drones in June of 2023 was to end all legacy variable pricing instruments. Towards those ends, Tonner Drones successfully ended the Company’s longstanding relationship with Yorkville on March 1, 2024¹. Following the successful capital increase announced on April 2, 2024², the Company turned its attention to also ending the contract with Fiducie A as soon as possible.

The outstanding debt to Fiducie A was €2.1M. Tonner Drones reached a discounted deal with the Fiducie A holders for €1.5M.

Fiducie A will receive a first cash payment in the coming days of €300,000 and a second payment on July 17, 2024, of €400,000. Those cash payments will be financed with a new bond that does not include any variable pricing element. The terms of that bond are currently being negotiated with D.M. van den Ouden, one of the Tonner Drones board members, who is likely to participate in funding this bond to allow the Company to make these cash payments. The specific terms of the bond will be disclosed in a separate press release upon execution.

Throughout the month of May, Fiducie A will be permitted to issue conversion notices to the Company for a maximum of 13.3M shares.

Fiducie A will receive an additional total of 20M shares at nominal value of €0.025, through the issuance of four separate installments of 5M shares on the first day of June, July, August, and September 2024.

Taken together, the cash payments to Fidcuie A and the converted shares issued over the next five months to Fiducie A will result in an estimated dilution of between 15% and 20%, a significant reduction of the Company’s debt, and the end of variable pricing instruments.