Plan of arrangement

The TSX Venture Exchange has accepted for filing documentation in connection with a business combination agreement between Drone Delivery Canada Corp. and Volatus Aerospace Corp. dated May 20, 2024. Pursuant to the business combination agreement, the company acquired all of the issued and outstanding common shares of Volatus by way of a plan of arrangement under the provisions of the Business Corporations Act (Ontario). Under the terms of the arrangement, each Volatus shareholder is entitled to receive 1.785 common voting shares of the company for each Volatus share held. Further, (i) holders of outstanding convertible securities of Volatus (options, warrants and debentures) have either received replacement securities to acquire company shares adjusted based on the exchange ratio or upon exercise will receive such company shares based on the exchange ratio (the same consideration they would have been entitled to receive had they been Volatus shareholders at the effective time of the arrangement), subject to adjustment as per the terms of the arrangement; and (ii) all Class A preferred shares in the capital of Volatus shall remain outstanding and unaffected by the arrangement.

Prior to the closing of the arrangement, the company and Volatus acted at arm's length.

In accordance with the exchange's requirements, the approval of the arrangement by the company shareholders was received at an adjourned annual general and special meeting of shareholders held on Aug. 26, 2024. The exchange has been advised that approval from the Volatus shareholders was received at an annual general and special meeting of shareholders held on Aug. 23, 2024. Further, a final order approving the arrangement was issued by the Ontario Superior Court of Justice (Commercial List) on Aug. 27, 2024. The arrangement became effective on Aug. 30, 2024.

Name change

In connection with completion of the arrangement as noted above and pursuant to the terms of the business combination agreement, the company has changed its name as follows. There is no consolidation of capital.

Effective at the opening on Thursday, Sept. 5, 2024, the common voting shares and variable voting shares of Volatus Aerospace Inc. will commence trading on the TSX Venture Exchange and the common voting shares and variable voting shares of Drone Delivery Canada will be delisted. The company is classified as a technology company.

Capitalization:  unlimited common voting shares and variable voting shares with no par value, of which 448,544,035 common voting shares and variable voting shares with no par value of which are issued and outstanding

Escrow:  nil common voting shares and variable voting shares

Transfer agent:  Computershare Investor Services Inc.

Trading symbol:  FLT (unchanged)

Cusip No.:  92865M 10 2 (new)

Volatus listed warrants

In connection with the completion of the arrangement, Volatus (Subco) will continue as a subsidiary of Drone Delivery Canada (name to be changed). Further, the Subco existing series of warrants (VOL.WT.A), which are listed on the TSX Venture Exchange will remain listed on the exchange.

Trading symbol:  VOL.WT.A (unchanged)

Cusip No.:  92865G 12 1 (unchanged)

Current exercise terms:  exercisable at 50 cents per Subco share until Oct. 6, 2024

The warrants will remain listed under the same Cusip and symbol as stated above.

Upon exercise of a Subco warrant, a holder of a Subco warrant will receive 1.785 common voting shares of Drone Delivery Canada shares (name to be changed) (the same consideration such holder would have been entitled to receive had such holder been a Volatus shareholder at the effective time of the arrangement), subject to adjustment in certain events in accordance with the terms of the applicable warrant indenture.

The full particulars of the arrangement are set forth in the joint management information circular of the company and Volatus dated as of July 12, 2024, which is available on the company's profile on SEDAR+. For further details, please refer to the circular and the company's news releases dated May 21, 2024, Aug. 12, 2024, Aug. 19, 2024, Aug. 26, 2024, and Aug. 30, 2024.