Aureus Greenway and Powerus Enter Merger Agreement

Aureus Greenway Holdings announced that AGH and Autonomous Power Corporation, doing business as Powerus, a company co-founded by former U.S. Army Special Operations veterans that builds and scales autonomous drone systems for military and commercial use in high-risk environments, have entered into a definitive merger agreement. Upon completion of the merger, the combined company will operate under the name Powerus Corporation and work to support American drone industry dominance through domestic manufacturing, autonomous systems innovation, and strategic defense partnerships. AGH shares will continue to trade under the ticker "AGH" until completion of the transaction. Powerus is led by a founding team whose expertise is shaped through years of battlefield operational experience deploying drone technology in active conflict environments worldwide. Its wholly owned subsidiaries, Kaizen Aerospace, Inc., Tandem Defense LLC, and Agile Autonomy LLC, provide specialized capabilities across heavy-lift unmanned aerial systems capable of 500lb+ payloads, tactical defense platforms, and maritime surveillance systems. Backed by U.S.-based manufacturing and a leadership team with demonstrated experience in scaling companies from formation through public markets, this alignment around American drone development, manufacturing, and deployment underscores a strategic rationale for the combination and the growing institutional recognition of autonomous systems as a defining infrastructure investment.Under the terms of the agreement, Powerus will merge with and into a newly-formed subsidiary of AGH, with Powerus continuing as the surviving entity and AGH adopting the name "Powerus Corporation." The combined company expects to be listed on Nasdaq under the ticker "PUSA." The merger transaction was unanimously approved by the boards of directors of both companies and a majority of each company's stockholders. The merger transaction remains subject to the satisfaction of customary closing conditions, including the effectiveness of a registration statement on Form S-4 covering the offering of shares of common stock to Powerus stockholders and receipt of any required regulatory approvals. The merger is expected to close in summer 2026. There can be no assurance that the proposed transactions will be consummated, or as to the timing of any such consummation. Powerus has also secured an additional investment from the Korea Climate & Governance Improvement Fund. KCGI has committed to purchase $50 million of Powerus common stock by April 6, 2026. KCGI will support Powerus's access to an allied-nation supply chain network, which moves Powerus away from reliance on non-allied nations for support and strengthens Powerus's domestic manufacturing position. AGH has entered into securities purchase agreements with certain institutional and accredited investors, including Unusual Machines and the Agostinelli Group, pursuant to which AGH agreed to issue and sell to the Investors in a private placement an aggregate of 3,009,667 shares of AGH's common stock, par value $0.0001 per share to purchase in lieu thereof at a price of $3.00 per share. The Private Placement is expected to close on March 9, 2026 and AGH expects to receive aggregate gross proceeds of approximately $9,029,002, before deducting placement agent fees and offering expenses. AGH intends to use the proceeds from the offering for working capital and general corporate purposes. Dominari Securities LLC is acting as placement agent for the Private Placement.