CAVU Resources, Inc. (OTC: CAVR) Announces Execution of Merger Agreement with Post.Bid.Ship., Inc.

TULSA, OKLAHOMA / ACCESS Newswire / February 12, 2026 / CAVU Resources, Inc. ("CAVR" or the "Company"), OTC, today announced that it has executed an Agreement and Plan of Merger with Post.Bid.Ship., Inc. and its subsidiary PBS Recon Inc., as part of the completion of the announced spin-off.

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.