Nexus Advanced Technologies Inc. (NASDAQ:NXAT) ("Nexus" or the "Company") today announced that it has signed an exclusivity agreement to negotiate a potential reverse merger with a U.S. defense technology company (the "Target"). The discussions are for a proposed valuation of approximately $500 million for the Target, subject to due diligence and negotiation of definitive transaction terms.

The Target’s identity is being withheld at this stage for confidentiality reasons. According to information provided by the Target, it holds a license for weapons technology intended to address counter-drone defense applications. Nexus is evaluating the technology, the scope of the license, and the Target’s commercialization prospects as part of its transaction review.

The Target has received non-binding letters of intent relating to potential projects with an aggregate indicated value of approximately $7 billion. These LOIs are preliminary and non-binding, and there can be no assurance that they will result in definitive agreements or completed projects. These expressions of interest do not constitute confirmed orders or committed revenue.

If a transaction is completed on terms currently under discussion, the transaction structure could involve a merger of the Target with a subsidiary of Nexus, with the Target’s shareholders acquiring a majority ownership interest in the combined company and a resulting change of control of Nexus. The final transaction structure, ownership percentages, financing arrangements, and other material terms remain subject to negotiation and are not yet determined.