Mr. Abhinav Singhvi reports

VOLATUS AEROSPACE INC. ANNOUNCES $5,000,000 MILLION BROKERED PRIVATE PLACEMENT

Volatus Aerospace Inc. has entered into an agreement with Ventum Financial Corp. on behalf of a syndicate of agents, pursuant to which Ventum has agreed to act as co-lead agent, together with Cormark Securities Inc., in connection with a brokered private placement, on a commercially reasonable best effort basis, of up to 35,714,286 units of the company at a price of 14 cents per unit for gross proceeds of up to $5-million. The syndicate of agents may include Raymond James Ltd. and Desjardins Capital Markets.

Each unit will be composed of one common voting share in the capital of the company and one common share purchase warrant of the company. Each warrant will entitle the holder thereof to purchase one common share at an exercise price of 20 cents per warrant share for a period of 24 months following the date of issuance.

The company has also granted the agents the option to sell up to an additional 5,357,143 units at the issue price, exercisable in whole or in part at any time up to 48 hours prior to the closing date. If the agent's option is exercised in its entirety, the total gross proceeds to the company from the offering will be $5.75-million from the sale of 41,071,429 units.

The company intends to use the net proceeds of the offering for research and development, capital expenditures, inventory, and general corporate and working capital purposes.

The offering is expected to close on or about Nov. 6, 2024, or such other date as the company and the co-lead agents may agree, and is subject to customary conditions, including, but not limited to, receipt of all necessary TSX Venture Exchange, regulatory and other approvals.

Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 (Prospectus Exemptions), the units will be offered for sale to purchasers resident in Canada pursuant to the listed issuer financing exemption under Part 5A of NI 45-106. Since the offering is being completed pursuant to the listed issuer financing exemption, the securities issued to Canadian resident subscribers in the offering will not be subject to a hold period pursuant to applicable Canadian securities laws.

There is an offering document related to the offering that can be viewed under the company's profile at SEDAR+ and on the company's website. Prospective investors should read this offering document before making an investment decision.

The agents will also be entitled to offer the units for sale in jurisdictions outside of Canada provided it is understood that no prospectus filing or comparable obligation arises in such other jurisdiction. All securities not issued pursuant to the listed issuer financing exemption will be subject to a hold period in accordance with applicable Canadian securities law, expiring four months and one day following the closing of the offering.

Upon closing of the offering, the company shall pay to the agents: (i) a cash commission equal to 7 per cent of the aggregate gross proceeds of the offering; and (ii) non-transferable broker warrants of the company exercisable at any time prior to the date that is 24 months following the closing of the offering to acquire that number of units equal to 7 per cent of the number of units issued under the offering at an exercise price equal to the issue price.

About Volatus Aerospace Inc.

Volatus Aerospace is a leader in innovative global aerial solutions for intelligence and cargo. With over 100 years of combined institutional knowledge in aviation, Volatus Aerospace provides solutions for a wide array of industries, including oil and gas, energy utilities, public safety, and infrastructure. The company is committed to enhancing operational efficiency, safety and sustainability through cutting-edge aerial technologies.

We seek Safe Harbor.