DEFSEC Technologies Strengthens Board with New Appointment and Provides Shareholder Meeting Update

Rhea-AI Summary

DEFSEC Technologies (TSXV: DFSC; NASDAQ: DFSC) appointed Niel Marotta to its board effective January 23, 2026 and increased the board size from six to seven directors.

The company filed an amended and restated notice and management information circular to reflect the director addition, treatment of previously received proxies, and a revised annual and special meeting date moved from February 12, 2026 to February 19, 2026. Original proxies already submitted remain valid and will be used to vote FOR fixing the board at seven directors and FOR the election of Niel Marotta unless a shareholder submits the amended proxy to vote AGAINST or WITHHOLD.

Positive

• Niel Marotta appointed to board effective Jan 23, 2026
• Board size increased from 6 to 7 directors
• Amended meeting notice filed with new meeting date Feb 19, 2026

Negative

• Annual meeting date moved from Feb 12, 2026 to Feb 19, 2026, delaying shareholder vote one week

Key Figures

Assets managed: over $1 billion Acquisition value: $350 million M&A and financings: exceeding $1 billion +5 more

8 metrics

Assets managed over $1 billion Capital managed by Niel Marotta at FMR Co.

Acquisition value $350 million Orezone Resources acquisition by Iamgold in 2009

M&A and financings exceeding $1 billion Cumulative transaction value involving Niel Marotta

Board size (prior) 6 directors Original number of DEFSEC directors before amendment

Board size (new) 7 directors Revised number of directors to be fixed at the meeting

Original meeting date February 12, 2026 Initial annual and special shareholder meeting date

New meeting date February 19, 2026 Rescheduled annual and special shareholder meeting date

Record date January 2, 2026 Shareholder record date for the meeting

Market Reality Check

Price: $1.87 Vol: Volume 99,565 is slightly...

normal vol

$1.87 Last Close

Volume Volume 99,565 is slightly above the 20-day average of 92,529. normal

Technical Price at 1.87 trades below the 200-day MA of 4.03, well under the 13.75 52-week high.

Peers on Argus

DFSC was up 1.9% while key Aerospace & Defense peers like GPUS (-9.52%), MNTS (-...

DFSC was up 1.9% while key Aerospace & Defense peers like GPUS (-9.52%), MNTS (-4.85%), AIRI (-2.08%), KITT (-4.57%) and PRZO (-6.77%) all declined, indicating a stock-specific reaction.

Historical Context

5 past events · Latest: Dec 29 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Dec 29	FY2025 results	Positive	-3.9%	Reported 229% revenue growth and FY2026 outlook with narrowed operating loss.
Dec 18	Offering closed	Negative	-28.2%	Closed CAD$2.1M registered direct equity offering and concurrent warrants.
Dec 17	Offering announced	Negative	-17.4%	Announced CAD$2.1M registered direct share sale and private warrants.
Dec 05	Billing expansion	Positive	-2.4%	Disclosed increased roles and higher annualized government services billings.
Oct 29	Investor conference	Positive	+11.1%	ThinkEquity conference presentation with updated CAD$5.1M billing run rate.

Pattern Detected

Recent positive operational updates and financings often saw weak or negative next-day price reactions, while one conference-related update drew a positive move.

Recent Company History

Over the past few months, DEFSEC announced strong growth signals, including FY2025 results with sharply higher revenue and multiple updates on expanding government program billings. However, capital raises in December 2025 via registered direct offerings coincided with notable share price declines. A conference presentation on October 30, 2025 was associated with a positive move, suggesting investor interest in visibility events. Today’s board-strengthening and meeting update fits into this pattern of governance and growth positioning following rapid operational expansion.

Market Pulse Summary

This announcement highlights DEFSEC’s addition of an experienced capital markets executive to its bo...

Analysis

This announcement highlights DEFSEC’s addition of an experienced capital markets executive to its board and formalizes updates to the upcoming shareholder meeting, including expanding the board from 6 to 7 directors and moving the date to February 19, 2026. In the past six months, DEFSEC combined strong revenue and billing growth with dilutive financings. Investors may focus on how enhanced governance and capital markets expertise support execution on previously disclosed growth plans and future financing decisions.

Key Terms

management information circular, record date

2 terms

management information circular regulatory

"The Company previously filed a management information circular dated January 5, 2026"

A management information circular is a document sent to shareholders ahead of a company meeting that explains who is asking for votes, what decisions will be made, and why management recommends a particular outcome. Like an instruction booklet and argument sheet combined, it lays out details such as board nominees, executive pay, major transactions and any conflicts, helping investors decide how to vote and judge whether leadership choices could affect the company’s future value.

record date regulatory

"including the original record date of January 2, 2026."

The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.

AI-generated analysis. Not financial advice.

Ottawa, Ontario--(Newsfile Corp. - January 23, 2026) - DEFSEC Technologies Inc. (TSXV: DFSC) (TSXV: DFSC.WT.U) (NASDAQ: DFSC) (NASDAQ: DFSCW)("DEFSEC" or the "Company") is pleased to announce that it has augmented its board team with a strong new appointment.

Niel Marotta has been appointed as a member of the board, effective January 23, 2026. He brings extensive capital markets experience with emerging companies, and currently serves as Chief Executive Officer of Sun Summit Minerals Corp. (TSXV: SMN). Niel is an accomplished executive with an exceptional track record of leadership, investment expertise, and entrepreneurial success. Prior to joining Sun Summit Minerals, he was a top-performing fund manager at Fidelity Management and Research Company (FMR Co.) in Boston, where he managed over $1 billion across multiple industries, including the Fidelity Select Gold Portfolio, a precious metals equity focussed fund. Mr. Marotta also served as Vice President of Orezone Resources, playing a key role in its $350 million acquisition by Iamgold in 2009. He has worked as an investment banker and entrepreneur and has been involved with financings and M&A transactions exceeding $1 billion. He was also the co-founder and CEO of Indiva Limited. Mr. Marotta holds a Bachelor of Commerce with Distinction from McGill University.

"We're delighted to welcome Niel to the DEFSEC team," said Sean Homuth, President and CEO. "Fiscal 2025 was a year of very strong growth in revenue momentum and we anticipate continued growth through Fiscal 2026, making this the right time to add exceptional talent and capacity for the many opportunities ahead."

Amended Management Information Circular

The Company previously filed a management information circular dated January 5, 2026 (the "Original Circular") and form of proxy (the "Original Proxy") in connection with its annual and special meeting of shareholders (the "Meeting") to be held on February 12, 2026. As a result of the recent addition of Mr. Marotta to the board of directors as noted above, the Company will be filing an amended and restated notice of the annual and special meeting of shareholders, to be held on February 19, 2026, and a related amended and restated management information circular (the "Amended Circular") and form of proxy (the "Amended Proxy").

The Amended Circular replaces and supersedes the Original Circular, to reflect: (i) the increase in the number of directors to be fixed from six (6) to seven (7); (ii) the addition of Niel Marotta as a director nominee; (iii) the treatment of completed and received proxies prior to the date hereof; and (iv) the change of the Meeting date to February 19, 2026. The Amended Circular is unchanged in all other respects, including the original record date of January 2, 2026.

Original Proxies provided in connection with the Original Circular that have already been completed and returned will remain valid. Any Original Proxy received from a shareholder shall be used, pursuant to the discretionary authority conferred by the form of proxy, to vote: (i) "FOR" the number of directors of the Company to be set at seven (7); and (ii) "FOR" the election of Niel Marotta as a director of the Company. Shareholders do not need to complete the Amended Proxy unless they wish to vote "AGAINST" or "WITHHOLD", as applicable, on either of these resolutions. If shareholders wish to vote "AGAINST" or "WITHHOLD", as applicable, on either of these resolutions, they may do so by filing the Amended Proxy as discussed and enclosed in the Amended Circular. Any completed and returned Amended Proxy shall automatically supersede and revoke the Original Proxy.

For further information, please contact:

Jennifer Welsh, Chief Financial Officer and Chief Compliance Officer
welsh@defsectec.com

Sean Homuth, President and Chief Executive Officer
homuth@defsectec.com

Jason Frame, Investor Relations
+1 (587) 225-2599
frame@defsectec.com

About DEFSEC

DEFSEC (TSXV: DFSC) (TSXV: DFSC.WT.U) (NASDAQ: DFSC) (NASDAQ: DFSCSW) (FSE: 62UA) develops and commercializes breakthrough next-generation tactical systems for military and security forces. The company's current portfolio of offerings includes digitization of tactical forces for real-time shared situational awareness and targeting information from any source (including drones) streamed directly to users' smart devices and weapons. Other DEFSEC products include countermeasures against threats such as electronic detection, lasers and drones. These systems can operate stand-alone or integrate seamlessly with OEM products and battlefield management systems, and all come integrated with TAK. The company also has a new proprietary non-lethal product line branded PARA SHOT^TM with applications across all segments of the non-lethal market, including law enforcement. The Company is headquartered in Ottawa, Canada, with a representative office in London, UK.

For more information, please visit https://www.defsectec.com

Forward-Looking Statements

This news release contains "forward-looking statements" and "forward-looking information" within the meaning of Canadian and United States securities laws (collectively, "forward-looking statements"), which may be identified by the use of terms and phrases such as "may", "would", "should", "could", "expect", "intend", "estimate", "anticipate", "plan", "foresee", "believe", or "continue", the negative of these terms and similar terminology, including references to assumptions, although not all forward-looking statements contain these terms and phrases. Forward-looking statements are provided for the purpose of assisting the reader in understanding us, our business, operations, prospects and risks at a point in time in the context of historical and possible future developments and therefore the reader is cautioned that such information may not be appropriate for other purposes. Such forward-looking statements are based on the current expectations of DEFSEC's management and are based on assumptions and subject to risks and uncertainties. Forward-looking statements included in this include, but are not limited to: management's belief of sufficiency of available financial resources to support forecasted activities in 2026 based on cash on hand, anticipated revenue streams and planned expenditures in the fiscal year, subject to execution of the Company's operating plan and other factors described in its public filings; and forecasted revenue growth in future financial periods of the Company;

Although DEFSEC's management believes that the assumptions underlying such forward-looking statements are reasonable, they may prove to be incorrect. The forward-looking statements discussed in this news release may not occur by certain specified dates or at all and could differ materially as a result of known and unknown risk factors and uncertainties affecting DEFSEC, including DEFSEC's inability to execute on its current operating plan and/or forecasted activities in upcoming financial periods of the Company; general economic and stock market conditions; a stagnation or decrease in North American defense and public safety spending, adverse industry events; future legislative and regulatory developments in Canada, the United States and elsewhere; the inability of DEFSEC to implement and execute its business strategies; risks and uncertainties detailed from time to time in DEFSEC's filings with the Canadian Security Administrators and the United States Securities and Exchange Commission; and many other factors beyond the control of DEFSEC. Although DEFSEC has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and DEFSEC undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Neither the TSX Venture Exchange nor its respective Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/281490

FAQ

Who was appointed to the DEFSEC (DFSC) board on January 23, 2026?

Niel Marotta was appointed as a director effective January 23, 2026.

How does the DEFSEC (DFSC) board change affect the number of directors?

The board size increases from six to seven directors following the appointment.

When is DEFSEC's (DFSC) amended annual and special meeting of shareholders?

The meeting date was changed to February 19, 2026 (originally scheduled for February 12, 2026).

Do previously submitted proxies for DEFSEC (DFSC) remain valid after the amendment?

Yes. Original proxies already completed and returned remain valid and will be used to vote FOR fixing seven directors and FOR the election of Niel Marotta.

How can DEFSEC (DFSC) shareholders vote to withhold or vote against the new director or board size?

Shareholders wishing to vote AGAINST or WITHHOLD may submit the Amended Proxy included with the amended circular, which will supersede prior proxies.