Mr. Glen Lynch of Volatus reports

DRONE DELIVERY CANADA CORP. AND VOLATUS AEROSPACE CORP. COMPLETE PREVIOUSLY ANNOUNCED MERGER OF EQUALS

Drone Delivery Canada Corp. and Volatus Aerospace Corp. have successfully completed of their merger of equals announced on May 21, 2024, pursuant to which Drone Delivery Canada acquired all of the issued and outstanding common shares of Volatus by way of a plan of arrangement under the Business Corporations Act (Ontario). The arrangement results in Volatus becoming a wholly owned subsidiary of the company. The completion of the merger marks a new era for the companies, combining the power of Volatus's commercialization expertise with Drone Delivery Canada's proven remote operations and logistics technology. The merger obtained requisite approval by the shareholders of both companies, with Drone Delivery Canada holding its meeting on Aug. 26, 2024, and Volatus holding its meeting on Aug. 23, 2024. The arrangement was approved by the Ontario Superior Court of Justice (Commercial List) on Aug. 27, 2024.

In connection with the merger, the company will change its name to Volatus Aerospace Inc., leveraging the strength of the Volatus brand while maintaining Drone Delivery Canada's brand for cargo operations. The shares of the company will continue to trade under the stock ticker symbols FLT on the TSX Venture Exchange, TAKOF on the OTCQX, and A3DP5Y and ABBA.F on the Frankfurt Stock Exchange. The shares of the company are expected to start trading on TSX-V under the new name Volatus Aerospace Inc. on or about Sept. 5, 2024.

Under the terms of the arrangement, each former Volatus shareholder is now entitled to receive 1.785 common voting shares of the company for each Volatus share held immediately prior to the effective time of the arrangement. The merger was structured as a 50/50 merger of equals, with shareholders of both companies owning approximately 50 per cent of the company upon completion of the arrangement.

In order to receive the consideration, registered shareholders of Volatus shares will be required to deposit their share certificate(s) representing Volatus shares, together with the duly completed letter of transmittal, with Computershare Investor Services Inc., the depositary under the arrangement. Shareholders whose Volatus shares are registered in the name of a broker, dealer, bank, trust company or other nominee should contact their nominee regarding the receipt of the consideration.

Volatus options, warrants and convertible debentures

Holders of Volatus options have received replacement options under the arrangement, exercisable for common voting shares in the capital of the company at the same exchange ratio applicable to the Volatus shares. All other terms and conditions of the replacement options, including the term of expiry, vesting, conditions to and manner of exercising, are the same as the Volatus options for which they were exchanged.

Warrants to purchase Volatus shares, other than those that have been exercised prior to the effective time of the arrangement, will continue to remain outstanding as warrants of Volatus which, upon exercise, will entitle the holder thereof to receive, the consideration in lieu of a Volatus share for each Volatus warrant so exercised.

Convertible debentures of Volatus will be assumed by Drone Delivery Canada and the Volatus debentures shall be amended so as to substitute for the Volatus shares subject to such Volatus debentures such number of common voting shares of the company equal to: (a) the number of Volatus shares into which such Volatus debentures may be convertible immediately prior to the effective time of the arrangement, multiplied by: (b) 1.785, rounded down to two decimal places.

As required by the warrant indentures in respect of certain Volatus warrants and the debenture indenture in respect of the Volatus debentures, Drone Delivery Canada has entered into supplemental warrant indentures and a supplemental debenture indenture. Copies of each of the supplemental warrant indentures and supplemental debenture indenture will be available on Volatus's and Drone Delivery Canada's respective SEDAR+ profiles.

Management and board composition

The management team of the company is led by Glen Lynch as chief executive officer and Steve Magirias as chief operating officer. Ian McDougall, the current chairman of Volatus, has assumed the role of chairman of the company's board. The other directors of the company are Kevin Sherkin, Larry Taylor, Mr. Lynch and Andrew Leslie.

"Our transformative merger of Drone Delivery Canada and Volatus marks the next major milestone for the company," said Mr. Lynch, chief executive officer of Volatus. "Back when Volatus transitioned from a private company to a public company in 2021, we reimagined our mission to be an integrator and consolidator of a fragmented industry -- to build a streamlined and agile ecosystem for our customers. Volatus is taking the next evolutionary step with Drone Delivery Canada, combining its significant technological expertise together with our commercial experience to provide tested and proven remote operational capabilities and logistics technology to our customers."

Delisting of Volatus shares

Volatus shares are expected to be delisted from the TSX-V as of the closing of the market on Sept. 4, 2024.

Listed Volatus warrants

Prior to the completion of the arrangement, Volatus had outstanding a class of Volatus warrants listed on the TSX-V under the trading symbol VOL.WT.A. The listed Volatus warrants will continue trading on the TSX-V as Volatus warrants under their existing trading symbol and will remain listed on the TSX-V until the earliest to occur of their exercise, expiry or delisting.

Other matters

An application has been filed with the applicable securities regulators of Volatus for exemptive relief from certain continuous disclosure and insider reporting requirements. In the event Volatus is granted such relief, holders of listed Volatus warrants will be directed to reference and rely on the public disclosure filings of Drone Delivery Canada.

In connection with the merger and following approval by shareholders of Drone Delivery Canada, the company has adopted a new equity incentive plan governing the terms and issuance of restricted share units, performance share units and deferred share units of the company.

Full details of the merger, the arrangement, the equity incentive plan and certain other matters are set out in the joint management information circular of Drone Delivery Canada and Volatus and can be found under Drone Delivery Canada's and Volatus's respective profiles on SEDAR+.

Early warning disclosure

Immediately before completion of the arrangement, Drone Delivery Canada (6-6221 Highway 7, Vaughan, Ont., L4H 0K8) did not own or control, directly or indirectly, any Volatus shares or other securities of Volatus. Immediately following completion of the arrangement, Drone Delivery Canada owned 125,683,761 Volatus shares, representing 100 per cent of the outstanding Volatus shares.

An aggregate of 224,344,723 common voting shares of Drone Delivery Canada were issued to holders of Volatus shares in connection with the merger. These common voting shares have a market value of approximately $38,138,602 based on the closing price of the common voting shares of Drone Delivery Canada on the TSX-V of 17 cents on Aug. 29, 2024, being the last trading day prior to the closing of the merger.

An early warning report will be filed by Drone Delivery Canada in accordance with applicable Canadian securities laws and will be available under Volatus's SEDAR+ profile or may be obtained directly from the company by mailing the company at its head office: 6-6221 Highway 7, Vaughan, Ont., L4H 0K8.

Immediately before completion of the arrangement, Mr. Lynch owned or controlled, directly or indirectly, 38,461,667 Volatus shares, representing approximately 30.60 per cent of the outstanding Volatus shares on a non-diluted basis, and 1.5 million Volatus options, representing approximately 31.42 per cent of the outstanding Volatus shares on a partially diluted basis (assuming the full exercise of such Volatus options). Immediately before completion of the arrangement, Mr. Lynch did not own or control, directly or indirectly, any common voting shares of the company or other securities of the company.

In connection with the completion of the arrangement, Mr. Lynch disposed of all of his Volatus shares and Volatus options in exchange for, on the basis of the exchange ratio, 68,654,075 common voting shares of the company, representing approximately 15.31 per cent of the outstanding common voting shares and variable voting shares of the company, and 2,677,500 stock options of the company, representing approximately 15.81 per cent of the outstanding common voting shares and variable voting shares of the company, on a partially diluted basis (assuming the full exercise of such stock options of the company). These common voting shares of the company have a market value of approximately $11,671,192 based on the closing price of the common voting shares of Drone Delivery Canada on the TSX-V of 17 cents on Aug. 29, 2024, being the last trading day prior to the closing of the arrangement.

Early warning reports will be filed by Mr. Lynch in accordance with applicable Canadian securities laws and will be available under Volatus's and Drone Delivery Canada's SEDAR+ profiles or may be obtained directly from the company by mailing the company at its head office: 6-6221 Highway 7, Vaughan, Ont., L4H 0K8.

Immediately before completion of the arrangement, Mr. McDougall, including through his 100-per-cent-owned holding companies, Delta-Mike Inc. and Aligned Two Inc., owned or controlled, directly or indirectly, 39,017,267 Volatus shares, representing approximately 31.04 per cent of the outstanding Volatus shares on a non-diluted basis, 1,208,461 Volatus options and 555,600 Volatus warrants, representing approximately 32.00 per cent of the outstanding Volatus shares on a partially diluted basis (assuming the full exercise of such Volatus options and Volatus warrants) and 206,188 Class A preferred shares of Volatus. Immediately before completion of the arrangement, Mr. McDougall did not own or control, directly or indirectly, any common voting shares of the company or other securities of the company.

In connection with the completion of the arrangement, Mr. McDougall disposed of all of the Volatus shares he beneficially owned or controlled prior to completion of the arrangement in exchange for, on the basis of the exchange ratio, 69,645,821 common voting shares of the company, representing approximately 15.53 per cent of the outstanding common voting shares and variable voting shares of the company. Mr. McDougall further disposed of all of the Volatus options he beneficially owned or controlled prior to completion of the arrangement in exchange for, on the basis of the exchange ratio, 2,157,102 stock options of the company and his Volatus warrants became exercisable into 991,746 common voting shares of the company, representing in the aggregate approximately 16.12 per cent of the outstanding common voting shares and variable voting shares of the company, on a partially diluted basis (assuming the full exercise of such stock options of the company and Volatus warrants). These common voting shares of the company have a market value of approximately $11,839,789 based on the closing price of the common voting shares of Drone Delivery Canada on the TSX-V of 17 cents on Aug. 29, 2024, being the last trading day prior to the closing of the arrangement. Following completion of the arrangement, Mr. McDougall will continue to beneficially own or control 555,600 Volatus warrants (exercisable into 991,746 common voting shares of the company as noted herein) and 206,188 Class A preferred shares of Volatus.

Early warning reports will be filed by Mr. McDougall in accordance with applicable Canadian securities laws and will be available under Volatus's and Drone Delivery Canada's SEDAR+ profiles or may be obtained directly from the company by mailing the company at its head office: 6-6221 Highway 7, Vaughan, Ont., L4H 0K8.

Adviswrs

Ventum Financial Corp. acted as exclusive financial adviser to Volatus and Wildeboer Dellelce LLP acted as legal counsel to Volatus. Blink Capital Corp. acted as a strategic adviser on the merger.

National Bank Financial Inc. acted as exclusive financial adviser to Drone Delivery Canada and Bennett Jones LLP acted as legal counsel to Drone Delivery Canada.

Issuance of shares to Ventum Capital Markets

Pursuant to an engagement letter between Ventum Capital Markets (formerly Echelon Wealth Partners Inc.) and Volatus dated Feb. 1, 2024, the company will issue $75,000 worth of common voting shares to Ventum Capital Markets as a success fee in connection with the completion of the merger based on the 10-day volume-weighted average price per common voting share as at closing of the merger.

About Volatus Aerospace Inc.

Volatus Aerospace, born from the merger of Volatus and Drone Delivery Canada, is a consolidator and integrator of aerial intelligence and logistics solutions. With deep technological and subject matter expertise and over 100 years worth of combined institutional knowledge in aviation, the company's mission has been to build a complete aerial intelligence and logistics ecosystem that provides agile and streamlined solutions for end-users across various industries. The company has achieved this through strategic partnerships and acquisitions that augment its operational, geographical and technological capabilities, enabling best-in-class services, technologies and training globally. The company is committed to enhancing operational efficiency, safety and sustainability through innovative, real-world aerial solutions.

We seek Safe Harbor.