MONTREAL, July 17, 2026 (GLOBE NEWSWIRE) — Prosys Tech Corporation (“Prosys” or the “Corporation”) is pleased to announce the signing of a letter of intent with Aeronautics Fund SCA SICAV-RAIF (“AFD”) and certain of its registered fund holders for the acquisition of nine aircraft engines and lease agreements relating to such engines (the “Target Assets”). Prosys will then change its name to Corporation AFD Aero / AFD Aero Corporation. The transaction will constitute a reverse takeover resulting in a change in Prosys’ business and the listing of the Class “A” shares of its share capital (the “Common Shares”) on the TSX Venture Exchange (the “Exchange”).
AFD is primarily engaged in the acquisition, holding, management and leasing of aeronautical assets, namely the Target Assets, including, in particular, aircraft engines and spare parts. AFD focuses primarily on CFM engines for narrow-body aircraft, including Airbus A320 and Boeing 737 aircraft, which represent the largest fleet in service worldwide. AFD also carries on related activities connected to the operation and monetization of these assets. The transaction with Prosys is intended to consolidate these revenue-generating Target Assets within a public company whose shares will be listed on a stock exchange, in order to accelerate the growth of the business and facilitate its access to the capital markets.
In connection with the purchase of the Target Assets, Prosys intends to complete a private placement of equity securities for minimum gross proceeds of $3,500,000 and maximum gross proceeds of $4,750,000 (the “Private Placement”) with several investors, and to enter into a revolving credit facility secured by the Target Assets in the amount of $6,000,000 (the “Target Asset-Backed Financing”), subject to the approval of the regulatory authorities and the Exchange (the acquisition of the Target Assets, the Private Placement and the Target Asset-Backed Financing are collectively referred to as the “Transaction”).
Upon completion of the Transaction, the Corporation will proceed with a name change and a prior consolidation of the Common Shares on the basis of forty (40) old outstanding shares for each one (1) new Common Share (the “Consolidation”). This is subject to shareholder and Exchange approvals.
Laurent Biousse, Co-Founder and Chief Executive Officer of AFD, stated: “We are pleased to reach this important milestone in AFD’s development by bringing together a portfolio of tangible and revenue-generating aeronautical assets with a public company. Montréal was the natural choice due to its position as a leading aerospace hub, the strength of its industrial and maintenance ecosystem, and its access to North American capital markets. Supported by an experienced team and a long-established international network, we intend to continue executing our strategy with rigor, discipline and a long-term vision.”
Transaction
The Transaction will constitute an arm’s length acquisition within the meaning of applicable regulations and is subject to a number of conditions precedent, including due diligence, completion of the minimum Private Placement, the Target Asset-Backed Financing and receipt of necessary regulatory, and receipt of the necessary stock exchange and corporate approvals. All parties of Prosys are dealing at arm’s length with respect to AFD’s assets and business.
Pursuant to the purchase agreement to be entered into in connection with the Transaction, the Corporation will agree to acquire the Target Assets for maximum consideration of $25,600,000, payable through the issuance of 39,384,615 post-Consolidation Common Shares at a deemed price of $0.65 per Common Share.
A finder’s fee consisting of the issuance of 1,970,000 post-Consolidation Common Shares will be payable to arm’s length parties, subject to applicable securities regulations and Exchange approval.
Information on the Target Assets
The resulting issuer will specialize in the acquisition, management and value creation of aeronautical assets, including aircraft engines and spare parts, within a simple organizational structure. The aviation industry generates a significant volume of assets reaching the end of their operational cycle, creating meaningful investment opportunities in the aircraft and engine leasing, dismantling and recycling markets. The resulting issuer will leverage these opportunities by relying on the expertise of its team and on an international network of aviation industry participants to identify, acquire and enhance the value of high-potential aeronautical assets.
Highlights:
- Tangible and identified Target Assets generating recurring lease revenue: $24.1 million of CFM56 engines valued by International Air Support Group (IASG), an independent market benchmark, free and clear of any financial commitment and any encumbrance. These engines are identified, documented with complete ownership records, airworthiness certificates, technical records and maintenance history, and registered with the International Registry of Mobile Assets (AVIARETO) in accordance with the Cape Town Convention (UNIDROIT).
- Favorable structural market environment: Capacity constraints affecting engine manufacturers (OEMs) between 2024 and 2030, which prevent them from fully meeting demand, support the value of and demand for used engines, particularly those intended for Boeing 737 and Airbus A320 aircraft families, to which the Target Assets belong. In addition, global air traffic has recovered to, and now exceeds, pre-pandemic levels, driven in particular by the growth of the middle class in Asian markets. Despite certain regional conflicts, global demand for air travel remains resilient. Finally, supply and demand tensions allow asset owners to secure higher lease rates, which may contribute to improved profit margins. Sources: IATA World Air Transport Statistics 2024, Cirium Fleet Analyzer, Aviation Week, GE Aerospace 2024 investor reports.
- Access to the public market: The Transaction will provide access to financing, liquidity and external growth opportunities.
- Experienced operational management team: An operating team that is a member of the International Society of Transport Aircraft Trading (ISTAT), with experience and operational capabilities in aircraft asset purchase and sale transactions and leasing.
- Light-structure model: Outsourced MRO, meaning Maintenance, Repair and Overhaul, and storage.
The Corporation expects to complete the Transaction and the Consolidation during the first quarter of its financial year ending September 30, 2026, or during the second quarter, subject to the satisfaction of customary contractual conditions. Further information, including the relevant financial information, will be provided in a subsequent press release.
Private Placement and Target Asset-Backed Financing
Prior to the closing of the Transaction, the Corporation must have completed a private placement for minimum total subscriptions of $3,500,000 and maximum total subscriptions of $4,750,000. In connection with the Private Placement, the Corporation will issue a minimum of 5,384,615 units and a maximum of 7,307,692 units at a price of $0.65 per post-Consolidation unit (“Unit”). Each Unit will consist of one (1) post-Consolidation Common Share and one (1) warrant (“Warrant”). Each whole Warrant will entitle the holder thereof to purchase, for a period of eighteen (18) months following the issuance of the Unit, one (1) post-Consolidation Common Share at a price of $0.75 per Common Share.
In connection with the Private Placement, the resulting issuer may be required to pay a maximum commission consisting of: (i) a cash commission representing up to 10% of the gross proceeds of the Private Placement; and (ii) a number of broker warrants having the same terms as the Warrants included in the Units, equal to no more than 10% of the number of Units subscribed for, all in accordance with the applicable policies of the Exchange.
Each security and underlying security issued in connection with the Private Placement and as a commission will be subject to a mandatory hold period of four (4) months and one (1) day from the closing date, subject to such additional escrow conditions or resale restrictions as may be required by securities laws or the Exchange.
Concurrently with the Private Placement, the Corporation intends to put in place the Target Asset-Backed Financing in the amount of $6,000,000, being a revolving credit facility secured by the portfolio of CFM56 engines registered under the Cape Town Convention (ICAO/UNIDROIT) and offering the flexibility to draw funds as needed. Such financing would be provided by Canadian institutions specializing in this type of financing.
The proceeds of the Private Placement and the Target Asset-Backed Financing will be used primarily for the acquisition of new engines and the maintenance of existing engines.
Pro Forma Capitalization
Upon completion of the Transaction, including the Consolidation, 51,402,181 Common Shares, taking into account the completion of the maximum Private Placement, will be issued, of which 2,739,874 post-Consolidation Common Shares of the resulting issuer will be outstanding and held by the current shareholders of Prosys.
Finally, a maximum total number of 5,140,218 Options may be issued following the closing of the maximum Private Placement.
Proposed Officers and Directors of the Resulting Issuer:
Prosys is pleased to announce the following proposed officers and directors of the resulting issuer, all of whom will become effective upon completion of the Transaction:
Laurent Biousse, proposed Chief Executive Officer of the resulting issuer, is the founder and director of Aeronautics Fund since its inception. He began his career in 1993 in the asset management department of Coutts & Co. in the United Kingdom, the private banking and wealth management division of the NatWest Group. In 1997, he joined Coutts’ asset management department in Geneva, Switzerland. In 1998, Mr. Biousse left Coutts to co-found Geneva Asset & Wealth Management SA, a FINMA-regulated wealth management company, where he continues to serve as a director. Mr. Biousse holds an MBA from the International Management School Geneva, as well as a Diploma of Advanced Studies (DAS) in Air Transport Management from the University of Geneva, in collaboration with IATA. He is an Associate Member of the Chartered Institute for Securities & Investment (CISI) in London and a member of the International Society of Transport Aircraft Trading (ISTAT).
Stephan Woestelandt, proposed Chief Operating Officer of the resulting issuer, has been a director of Aeronautics Fund and AFD Fund Management Ltd since their inception. Stephan is an accomplished executive with experience in the banking sector gained at BCV (Banque Cantonale Vaudoise), a Swiss bank based in Lausanne, Switzerland, from 2001 to 2003, as well as in commodities trading and management from 2003 to 2009. Since 2009, he has been a director of Beau HLB Pte Ltd, a Singapore company that forms part of Beau Holding SA, a legal and fiduciary group with offices in Geneva, Lausanne, the United Arab Emirates and Singapore. Stephan studied at ESTACA, a French engineering school specializing in aeronautics and automotive engineering, before joining the French army, where he became a qualified helicopter pilot. He left the army as a recipient of the Legion of Honour and with the rank of captain. He is a member of ISTAT, the International Society of Transport Aircraft Trading.
Jérôme Guichard, proposed Vice-President, Trading & Leasing of the resulting issuer, is a director of AFD Fund Management Ltd. He joined Aeronautics Fund in mid-2014 as Commercial Director and now devotes himself entirely to the trading and leasing of the fund’s assets. After earning a master’s degree in air transport with a specialization in air transport law, economics and management from the University of Aix-en-Provence in France, Jérôme joined a young French regional airline, Air Littoral, and then quickly created his own airline from the ground up, Axis Airways, in 1999, which became one of France’s most promising charter airlines. He sold his company in 2006, when it had 300 employees and annual revenues of €125 million, and then launched his own private jet, aircraft and engine trading company. He is a member of ISTAT, the International Society of Transport Aircraft Trading.
Alain Gafundi, proposed Vice-President, Asset Management of the resulting issuer, is a director of AFD Fund Management Ltd. He began his career in the banking sector at UBS in Geneva, Switzerland, where he was recruited into the bank’s graduate training program in 2006. He trained as a private banker and worked for the bank until 2011. In 2011, he joined Bank Julius Baer in Singapore as Executive Director, where he worked as a private banker until 2016, before joining Aeronautics Fund. Alain graduated from the University of Geneva, where he obtained a law degree. He is a member of ISTAT, the International Society of Transport Aircraft Trading.
Richard Marganne, proposed Vice-President, Business Development of the resulting issuer, is expected to serve as Vice-President, Business Development. He possesses direct experience in the public capital markets, both as an executive officer of a publicly listed company and in leading transactions in France and Canada. Among other positions, he held senior executive roles within a technology company listed on Euronext Access Paris and has managed and served on the boards of directors of several publicly traded companies, while also participating in transactions on the TSX Venture Exchange. As a result, he has developed practical expertise regarding public listing, financing and regulatory compliance processes. He has also contributed to the structuring and valuation of assets in a family office environment and serves as a director of RM Management Fund SA, a company based in Fribourg, Switzerland, that provides advisory services to growth-stage companies. He holds an MBA in Finance from IFM Geneva.
Georges Hébert and Kerrigan Turner will continue to serve as directors of the resulting issuer:
Georges Hébert has served as a director, President and Chief Executive Officer of Prosys since 2003. He holds both a B.B.A. and an M.B.A. from Western University, formerly the University of Western Ontario, in London. From 1998 to 2003, he acted as a consultant to various private companies. He served as a director of Laurentian Bank of Canada from 1990 to March 2008 and was also a director of Vitran Corp. and MDS Aero Support Corporation. From 1988 to 1998, he served as President of J.A. Provost Ltée, a company specializing in the installation, monitoring and servicing of security systems, of which he was the principal shareholder before selling the company to the Bell Group in 1998. Following the sale, he continued to serve as President for an additional year.
Kerrigan Turner has been a director of Prosys since 2003. He is the Founder, President and Chief Executive Officer of Adatif International Inc., a position he has held since 1981. He also served as Chairman of the Board of Directors of Bouclair Inc., a privately held company specializing in the retail sector.
Principal Conditions to Closing of the Transaction
The closing of the Transaction is subject to the satisfaction of a number of conditions, as set out in the letter of intent entered into on March 19, 2026, including: (i) approval of the Transaction, including the Consolidation and the name change, by the annual and special meeting of the shareholders of the Corporation; (ii) approval of the Transaction, including the Consolidation and the name change, by the Exchange; and (iii) completion of the Private Placement and the Target Asset-Backed Financing.
A request for an exemption from sponsorship will be made to the Exchange.
Additional information will be provided in a subsequent press release.
Completion of the Transaction is conditional upon, among other things, obtaining the consent of the Exchange and, if applicable, the approval of the disinterested shareholders. If applicable, the Transaction may not close until the required shareholder approval has been obtained. There can be no assurance that the Transaction will be completed or that it will be completed in its proposed form.
Investors should be aware that, except for the information provided in the management proxy circular or filing statement to be prepared in connection with the Transaction, not all information published or received with respect to the proposed Transaction may be accurate or complete and, accordingly, investors should not rely on it. Trading in the securities of the Corporation should be considered highly speculative.
TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.
About AFD
Aeronautics Fund SCA SICAV-RAIF is an investment platform specializing in the acquisition, management and value creation of aeronautical assets, including commercial aircraft, aircraft engines and spare parts. The aviation industry generates a significant volume of assets reaching the end of their operational cycle, creating meaningful investment opportunities in the aircraft and engine leasing, dismantling and recycling markets. AFD leverages these opportunities by relying on the expertise of its team and on an international network of aviation industry participants to identify, acquire and enhance the value of high-potential aeronautical assets. AFD is structured in Luxembourg as an investment company with variable capital incorporated as a reserved alternative investment fund (RAIF), governed in particular by the Luxembourg law of July 23, 2016 on reserved alternative investment funds. For more information: https://afd.aero
Forward-Looking Statements and Non-IFRS Measures
Information provided and statements contained in this press release that are not purely historical are forward-looking statements within the meaning of applicable securities laws. Certain statements in this document may constitute forward-looking information within the meaning of securities laws. Forward-looking statements constitute information relating to future outlook and anticipated events, the business, operations, financial performance, financial condition or results and, in some cases, may be introduced by terms such as “may”, “will”, “should”, “expect”, “plan”, “anticipate”, “believe”, “intend”, “estimate”, “predict”, “potential”, “continue”, “ensure” or other similar expressions concerning matters that are not historical facts.
These statements are based on certain factors and assumptions. Although these assumptions are considered reasonable based on the information available at the time they are made, they may prove to be inaccurate. Forward-looking statements are also subject to certain factors, including risks and uncertainties, that could cause actual results to differ materially from current expectations. Accordingly, future events and results may differ significantly from what is currently anticipated. Readers are cautioned not to place undue reliance on forward-looking information, whether now or at any other date. These statements will not be updated unless required by applicable securities laws. Certain measures used in this press release do not have a standardized meaning under International Financial Reporting Standards (IFRS) and may be calculated differently by other companies. It is believed that certain non-IFRS financial measures, when presented together with comparable IFRS financial measures, are useful to investors and other readers, as they provide a relevant indicator for assessing operating performance. Internally, this non-IFRS financial information is used as an indicator of business performance. These measures should be considered as a supplement to, and not as a substitute for or superior to, measures of financial information prepared in accordance with IFRS.
CONTACT: For more information, please contact: For Prosys Tech Corporation: Georges Hébert President and Chief Executive Officer Telephone: (514) 893-1177 For Aeronautics Fund SCA SICAV-RAIF: Laurent Biousse, Co-Founder and Chief Executive Officer Telephone: + 41 79 482 9549
