American Marconi Wireless News - CAVU Resources, Inc. (OTC: CAVR) Announces Execution of Merger Agreement with Post.Bid.Ship., Inc.

Transaction Status

The execution of the merger agreement represents an important milestone in the Company's strategic restructuring initiative. While the parties have now formally entered into a merger agreement, the merger will close upon completion of all necessary procedural, regulatory, and administrative steps, including shareholder confirmation.

Under the executed agreement, PBS Recon, Inc. will merge with and into Post.Bid.Ship., Inc., with Post.Bid.Ship, Inc., is the surviving company.

Proposed Shareholder Consideration

Pursuant to the terms of the executed agreement, and subject to a final shareholder and FINRA approval, the transaction will proceed as follows:

CAVR's PBS Recon shareholders will receive shares of Post.Bid.Ship. Inc., common stock on a pro rata basis upon filing and approval of the planned S1 for Post.Bid.Ship. Inc., All technology purchased in the two initial transactions with Post Bid Ship, Inc. will be transferred back to Post.Bid.Ship., Inc. and commercialized with the surviving company, and the current $1,000,000 in contingent debt will be forgiven.

The exchange ratio will be as follows:

CAVR's, PBS Recon Inc. shareholders will be issued one (1) share of Post.Bid.Ship., Inc. for every 2,050 shares of CAVR common stock held on the FINRA-approved record date. Prior to closing and issuance of the shares, the current outstanding of Post.Bid.Ship., Inc. will be reversed at a 25.48-to-1 ratio.

Post.Bid.Ship., Inc. will issue an additional 2,198,120 shares, subject to the final record date count, to the shareholders of CAVR's subsidiary, PBS Recon Inc. Upon closing of the merger, the surviving corporation, Post.Bid.Ship, Inc., will have 9,845,202 common and 0 preferred shares outstanding on a fully diluted basis.

Any shares to be issued in connection with the transaction are expected to be unregistered securities, issued in reliance on applicable exemptions under the Securities Act of 1933, as amended. Post.Bid.Ship., Inc. plans to file an S-1 registration statement to register the shares in the near future.

For clarity, any disclosed reverse stock split relates exclusively to Post.Bid.Ship., Inc. and does not affect the publicly traded shares of CAVU Resources, Inc. (OTC:CAVR). The Preferred shareholders of CAVR have also agreed to exchange all of their Preferred shares for Common shares and to retire all outstanding Preferred shares.

Recapitalization and Closing Conditions

The agreement contemplates that, prior to closing, Post.Bid.Ship., Inc. will complete a recapitalization, including a reverse stock split and other capital structure adjustments intended to simplify post-merger operations.

Closing of the transaction remains subject to, among other matters:

• Completion of required regulatory and market oversight reviews

• Finalization of corporate actions and administrative processes

• Satisfaction of customary representations, warranties, and conditions;

• Approval from FINRA

About CAVU Resources, Inc.

CAVU Resources, Inc. is a vertically integrated holding company focused on developing and building undervalued assets and managing a diversified portfolio across disruptive technology, energy, real estate, and Bitcoin mining. The Company uses grid electricity, natural gas, and solar technologies to support revenue-generating opportunities, including carbon credit initiatives. CAVU Resources, Inc. is a Nevada corporation founded in the late 1990s. The Company's website is www.cavuri.com

About Post.Bid.Ship., Inc.

Post.Bid.Ship., Inc. ("PBS") provides an integrated logistics and transportation platform that streamlines freight operations for brokers, carriers, and shippers. The platform incorporates workflow transparency, automated processes, and comprehensive back-office support, including transportation management, documentation, billing, and compliance tools.

The platform is designed to enhance carrier operations by simplifying onboarding, standardizing compliance procedures, and automating administrative workflows. PBS also plans to operate as an asset-based carrier, owning and managing a fleet of trucks intended to support recurring revenue, improve service reliability, and provide operational data insights across its technology infrastructure. The PBS website is www.postbidship.com

FORWARD-LOOKING STATEMENTS

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other applicable securities laws. All statements contained herein that do not relate to matters of historical fact should be considered forward-looking statements, including, but not limited to, statements regarding the anticipated completion of the merger, future operations, strategies, financial position, prospects, plans, goals, and objectives, as well as statements containing words such as "anticipate," "believe," "could," "estimate," "expect," "intend," "may," "plan," "project," "seek," "should," "will," and similar expressions intended to identify forward-looking statements.

Forward-looking statements are based on management's current expectations, beliefs, assumptions, and projections. These statements are not guarantees of future performance and involve known and unknown risks, uncertainties, and other important factors, many of which are beyond the Company's control, that could cause actual results, performance, or achievements to differ materially and adversely from those expressed or implied by such forward-looking statements. These risks and uncertainties include, without limitation, market conditions, competition, regulatory developments, the Company's ability to successfully complete the transaction, execution risks, dependence on key personnel, economic and business conditions, and general market factors.

Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date they are made. Except as required by applicable law, the Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. The Company expressly disclaims any liability for any forward-looking statements if actual results differ materially from those anticipated.

Additionally, past performance is not indicative of future results, and there can be no assurance that the Company will achieve the goals or plans described herein.

INVESTOR CONTACT

Billy Robinson, CEO
CAVU Resources, Inc.
Email: [email protected]
Phone: 504-722-7402

SOURCE: CAVU Resources, Inc.

View the original press release on ACCESS Newswire

J.Oliveira--AMWN