Special Project Delivery, Inc. (“SPD”) today announced it has entered into a definitive Business Combination Agreement, dated September 30, 2026, with Winner Water Services Inc. (“Winner”), a revenue-generating U.S. rare earth company, under which Winner will join the National Security Matters (NSM) platform SPD is assembling with Mobix Labs, Inc. (Nasdaq: MOBX).

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Rare Earth Elements (REE) Processing Plant FEED Design

Rare Earth Elements (REE) Processing Plant FEED Design

SPD is itself party to a definitive agreement with Mobix Labs, announced August 13, 2026, to combine the two companies as part of Mobix Labs’ NSM initiative, which focuses on U.S. national security priorities across defense and aerospace electronics, advanced RF sensing subsystems, rare earth elements and critical minerals, and energy and critical infrastructure. Winner is the first operating company to join that platform through SPD.

Winner is a Sharon, Pennsylvania-based company formed in 2013 as a joint venture with a leading national research institute. It has developed and demonstrated a proprietary metallurgical process that recovers rare earth elements, scandium, and alumina from coal ash impoundments — a domestic stockpile that has already been mined, is readily accessible, and has first mover advantage over any new source of domestic REE. Winner does not need to wait for permits, or open a new mine, to produce critical minerals.

The transaction is expected to close in connection with SPD’s combination with Mobix Labs, subject to approval by the stockholders of Winner and Mobix Labs, effectiveness of a registration statement covering the shares to be issued, applicable Nasdaq listing requirements, and other customary conditions.

Ten years of federal funding, awarded in sequence

Winner stands out from the broader, critical-minerals field due to its ground-up, decadal commitment to rare earth processing expertise and its record of success in so doing. Over ten years, Winner and its research partners have received funding from the Department of Energy and the Department of Defense through six consecutive awards totaling $53 million, with no gap year — each award building on the prior’s highly favorable outcomes. In August 2026, with federal funding, Winner broke ground on its rare earth extraction demonstration plant at the National Carbon Capture Center in Wilsonville, Alabama. (For more information on these awards, see Special Project Delivery, Inc.)

“Winner Water, with Chief Executive Officer Karen Winner Sed at the helm, has distinguished itself from the pack. Karen has kept a technically demanding company funded, focused, and advancing for more than a decade, and built a team that two federal agencies have chosen to back over and again,” said Paul Singarella, Chief Executive Officer of SPD. “We have worked alongside Karen, Winner President Todd Beers, and the rest of the Winner team for several years, complementing each other’s strengths, and building toward this combination; and we are thrilled to reach this milestone with them. Together, we are at the center of addressing the Nation’s current dependence on foreign sources and supply chains to meet its critical minerals demands.”

Sed’s father, Jim Winner, was the visionary developer of the anti-theft, steering wheel lock people know as The Club®, as well as the driving force across multiple businesses and industries, including Winner Water. “I am very proud to be carrying forward my dad’s legacy, the building of our Winner Water team, and the critical minerals expertise that team has gained over the last decade,” said Karen. “The timing is now to position Winner to meet the capital requirements needed for our infrastructure build. Combining with Paul and Special Project Delivery is our next giant step towards achieving that objective and fulfilling my dad’s vision.”

About Special Project Delivery, Inc.

Special Project Delivery, Inc. is a strategic infrastructure platform building United States supply chains for rare earth elements, critical minerals, water and energy. The company is headquartered in Newport Beach, California.

About Winner Water Services Inc.

Founded in 2013 and headquartered in Sharon, Pennsylvania, Winner Water Services has developed a proprietary process to recover rare earth elements, scandium, and alumina from coal combustion residuals. It has been continuously federally funded since 2016, maintains a pilot plant in Sharon and is building the Wilsonville demonstration plant.

Forward-Looking Statements

This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the proposed transactions, their timing and completion, federal funding and plant construction. These statements are subject to risks and uncertainties, including the failure to obtain required stockholder, Nasdaq or regulatory approvals, the failure to complete SPD’s combination with Mobix Labs or to satisfy other closing conditions (including the availability of capital to fund the cash consideration and working capital), termination of the agreement during its confirmatory diligence period, the availability and timing of federal funding and the risks described in Mobix Labs’ filings with the Securities and Exchange Commission. Actual results may differ materially. Neither SPD nor Winner undertakes any obligation to update these statements except as required by law.

No Offer or Solicitation

This communication is not an offer to sell or the solicitation of an offer to buy any securities, nor a substitute for any proxy statement or other document Mobix Labs may file with the Securities and Exchange Commission in connection with the proposed transactions. Investors are urged to read those documents when available. Mobix Labs and its directors and executive officers may be deemed participants in the solicitation of proxies in respect of the proposed transactions.

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