M-tron Industries, Inc. (NYSE American: MPTI) (“Mtron” or the "Company"), a designer and manufacturer of highly-engineered electronic components used to control the frequency or timing of signals in electronic circuits, today announced a proposed dividend of warrants to purchase shares of its common stock.

The Company intends to apply the warrants for listing on NYSE American.

Pursuant to the proposed dividend, each holder of the Company's common stock will receive one warrant for each share of common stock owned. The holders of five (5) warrants would be entitled to purchase one (1) share of the Company's common stock at an exercise price of $47.50.

The warrants will be exercisable on the earlier of (i) their expiration date, which will be the third anniversary of their issuance, and (ii) such date that the 30-day volume weighted average price per share (“VWAP”) of the Company's common stock is greater than or equal to $52.00 (the "Trigger"). At such time when the $52.00 VWAP exercise Trigger is activated, the warrant exercise period will then adjust to expire 30 calendar days after Trigger.

The Company intends to set a record date for the dividend in the near future. No dividend has been declared at this time.

Cameron Pforr, the Company's Interim CEO, commented, "We believe that with this proposed dividend, shareholders will be able to efficiently participate in a portion of the Company's future value with the greater flexibility offered through the benefit of time. This longer term right should allow for the Company to provide additional future alternatives for shareholder value creation."

A conference call will be held today providing an update on Mtron’s operations and further details regarding the proposed warrant dividend.

Bel Lazar, Mtron Chairman added, "It is imperative that the Company maintains its growth as an independent critical component manufacturer for the nation's vital supply chains while it also enhances and strengthens its balance sheet. We are proud to say the professionals across the Company's global operations have continued to perform and surpass customer expectations. We believe that this dividend will help to distribute value to our shareholders."

About Mtron

M-tron Industries, Inc. (NYSE American: MPTI) was originally founded in 1965 and designs, manufactures and markets highly engineered, high reliability frequency and spectrum control products and solutions. As an engineering-centric company, Mtron provides close support to its customers throughout our products’ entire life cycle, including product design, prototyping, production and subsequent product upgrades. Mtron has design and manufacturing facilities in Orlando, Florida and Yankton, South Dakota, a sales office in Hong Kong, and a manufacturing facility in Noida, India. For more information, visit www.mtronpti.com.

No Offer or Solicitation

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Cautionary Note Concerning Forward Looking Statements

This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, such as those pertaining to the Company’s financial condition, results of operations, business strategy and financial needs. All statements other than statements of current or historical fact contained in this press release are forward-looking statements. The words “believe," "expect," "anticipate," "should," “plan," "will," "may," "could," "intend," "estimate," "predict," "potential," "continue" or the negative of these terms and similar expressions, as they relate to Mtron, are intended to identify forward-looking statements.

These forward-looking statements are largely based on current expectations and projections about future events and financial trends that may affect the financial condition, results of operations, business strategy and financial needs of the Company. They can be affected by inaccurate assumptions, including the risks, uncertainties and assumptions described in the filings made by Mtron with the Securities and Exchange Commission (the “SEC”), including those risks set forth under the heading "Risk Factors" in the Company’s Annual Report on Form 10-K as filed with the SEC on March 25, 2024. In light of these risks, uncertainties and assumptions, the forward-looking statements in this press release may not occur and actual results could differ materially from those anticipated or implied in the forward-looking statements. When you consider these forward-looking statements, you should keep in mind these risk factors and other cautionary statements in this press release.

These forward-looking statements speak only as of the date of this press release. Mtron undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Accordingly, readers are cautioned not to place undue reliance on these forward-looking statements. For these statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.

M-tron Industries, Inc. Investor Relations Cameron Pforr Interim Chief Executive Officer ir@mtronpti.com

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