Damon Motors Reports Results of Annual and Special Meeting of Securityholders

VANCOUVER, BC, Nov. 6, 2024 /CNW/ - Damon Motors Inc. ("Damon" or the "Company") is pleased to announce the results of its Annual and Special Meeting of Securityholders (the "Meeting") held in Vancouver, British Columbia on Monday, September 23. Securityholders represented in person or by proxy at the Meeting ("Voting Securityholders") voted unanimously in favour of all items put forward. A total of 19,269,409 shares of Damon were voted, representing 61.14% of the total outstanding shares of the Company as at the record date of the Meeting.

In addition to the annual business put forward at the Meeting, the Meeting was called to approve the following special business:

Alteration of Share Capital: A resolution (the "Share Capital Resolution") was put forward to alter the capital structure of the shares of Damon, and to authorize and approve an alteration to the authorized share structure of Damon to create a new class of multiple voting shares of Damon with special rights and restrictions.

Plan of Arrangement: A resolution (the "Arrangement Resolution") was put forward to authorize and approve a plan of arrangement under the Business Corporations Act (British Columbia), involving Damon; XTI Aerospace, Inc., Grafiti Holding Inc. ("Spinco") and 1444842 B.C. Ltd. ("Amalco Sub") (collectively, the "Parties"), pursuant to which, subject to the terms and conditions of the Business Combination Agreement dated October 23, 2023 between the Parties (including any amendments thereto), among other things, Amalco Sub and Damon will amalgamate and continue as one corporate entity and the shareholders of Damon will complete a reverse takeover of Spinco (the "Business Combination") as part of the Company's intended listing on the Nasdaq Capital Market ("NASDAQ").

Voting Securityholders voted unanimously at the Meeting in favour of the following resolutions:

• Setting the number of directors at four, and electing Jay Giraud, Bal Bhullar, Karan Sodhi, and Shashi Tripathi as directors of the Company.
  
  
• Ratification and appointment of BDO Canada LLP as Auditors of the Company for the financial year ended June 30, 2023.
  
  
• The approval of Marcum LP as Auditors of the Company for the financial year ended June 30, 2024 in replacement of BDO Canada LLP.
  
  
• Approving the Share Capital Resolution.
  
  
• Approving the Arrangement Resolution.

The above description of matters approved at the Meeting is intended as a summary only, and additional particulars of the various matters put forward and approved at the Meeting can be found in the management information circular dated September 6, 2024, sent to Damon securityholders in respect of the Meeting.

About Damon Motors

Damon is a global technology leader disrupting urban mobility, led by entrepreneurs and executives from world class EV automotive and technology companies. With development offices in San Rafael, California. Damon is on a mission to cause a paradigm shift for safer, smarter motorcycling. The Company is delivering on its promise with award-winning innovation and groundbreaking technologies. Anchored by its proprietary electric powertrain, HyperDrive, Damon has captured the attention of the motorcycling world by delivering top speeds of 200 mph, innovative design, and new features, including CoPilot and Shift, that are attracting an entirely new generation of riders. With strong consumer interest in the US and abroad, Damon aims to set a new standard for motorcycle safety and sustainability worldwide. For more information on how Damon technology is defining the new industry standard, please visit damon.com and follow the Company on LinkedIn, Instagram, Facebook and X.

FORWARD-LOOKING STATEMENTS

This press release contains forward-looking information or forward-looking statements under applicable Canadian and U.S. securities laws (collectively, "forward-looking statements"), which reflect Damon's current expectations and projections about its future development. When used in this press release, forward-looking statements can be identified by the use of words such as "may," or by such words as "will," "intend," "believe," "estimate," "consider," "expect," "anticipate," and "objective" and similar expressions or variations of such words. Forward-looking statements are, by their nature, not guarantees of Damon's future operational or financial performance and are subject to risks and uncertainties and other factors that could cause Damon's actual results, performance, prospects, or opportunities to differ materially from those expressed in, or implied by, these forward-looking statements. No representation or warranty is intended with respect to anticipated future results, or that estimates, or projections will be sustained.

Forward-looking statements in this press release include, but are not limited to, statements relating to Damon's completion of the Business Combination and the listing of Spinco's shares on the NASDAQ.

In developing the forward-looking statements in this press release, we have applied several material assumptions, including the general business and economic conditions of the industries and countries in which Damon operates and the general market conditions.

Many risks, uncertainties, and other factors could cause the actual results of the Damon to differ materially from the results, performance, achievements, or developments expressed or implied by such forward-looking statements. These risks, uncertainties, and other factors include, but are not limited to, the following:

• the risks relating to Damon's ability to satisfy the conditions and deliver on the orders and reservations, its ability to maintain quality control of its motorcycles, and Damon's dependence on third parties for supplying components and manufacturing the motorcycles;
  
  
• the risk that other motorcycle manufacturers develop competitive electric motorcycles or other competitive motorcycles that adversely affect Damon's market position;
  
  
• the risk that the Business Combination will not receive the necessary approvals required to complete the Business Combination or for Spinco to list its shares on the NASDAQ;
  
  
• any adverse changes in U.S. or Canadian general economic, business, market, financial, political or legal conditions, including as a consequence of the ongoing uncertainties relating to inflation and interest rates;
  
  
• any adverse effects of current military conflict between Russia and Ukraine or the Israeli-Hamas War, which continues to affect economic and global financial markets and exacerbate ongoing economic challenges;
  
  
• any unfavorable fluctuations and volatility in the availability or price of raw materials included in components used to manufacture Damon's products;
  
  
• the reliance on key management and any inability to attract and/or retain key personnel; and
  
  
• any inability to raise additional funds to meet its capital requirements and pursue its growth strategy when and in the amounts needed.

Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of the press release or as of the date otherwise specifically indicated herein. Due to risks and uncertainties, events may differ materially from current expectations. Damon disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required pursuant to applicable securities law. All forward-looking statements contained in the press release are expressly qualified in their entirety by this cautionary statement. 

SOURCE DAMON Motors Inc.

Investor Relations Contact: HaydenIR, James Carbonara, 646.755.7412, [email protected]