Not for distribution to United States newswire services or for dissemination in the United States.

TORONTO, ON / ACCESSWIRE / October 28, 2024 / Volatus Aerospace Inc. (TSXV:FLT.V)(OTCQX:TAKOF)(Frankfurt:A3DP5Y/ABBA.F) ("Volatus" or the "Company") is pleased to announce that it has entered into an agreement with Ventum Financial Corp. ("Ventum"), on behalf of a syndicate of agents (collectively, the "Agents"), pursuant to which Ventum has agreed to act as co-lead agent, together with Cormark Securities Inc. (together with Ventum, the "Co-Lead Agents"), in connection with a brokered private placement, on a commercially reasonable "best efforts" basis, of up to 35,714,286 units of the Company (the "Units") at a price of $0.14 per Unit (the "Issue Price") for gross proceeds of up to $5,000,000 (the "Offering"). The syndicate of Agents may include Raymond James Ltd. and Desjardins Capital Markets.

Each Unit will be comprised of one common voting share in the capital of the Company ("Common Share") and one Common Share purchase warrant of the Company (a "Warrant"). Each Warrant will entitle the holder thereof to purchase one Common Share (each, a "Warrant Share") at an exercise price of $0.20 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 (the "Agents' Option"). If the Agents' Option is exercised in its entirety, the total gross proceeds to the Company from the Offering will be $5,750,000 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 November 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 ("NI 45-106"), 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 (the "Listed Issuer Financing Exemption"). 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 accessed under the Company's profile at www.sedarplus.ca and on the Company's website at www.volatusaerospace.com. 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% of the aggregate gross proceeds of the Offering; and (ii) non-transferrable 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% of the number of Units issued under the Offering at an exercise price equal to the Issue Price.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities being offered have not been, nor will they be, registered under the U.S. Securities Act of 1933, as amended (the "1933 Act") or under any U.S. state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act, as amended, and applicable state securities laws.

About Volatus Aerospace Inc.

Volatus is a leader in innovative global aerial solutions for intelligence and cargo. With over 100 years of combined institutional knowledge in aviation, Volatus 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. For more information, visit www.volatusaerospace.com.

Forward-Looking Statements

Certain information set forth in this news release may contain forward-looking statements that involve substantial known and unknown risks and uncertainties. All statements other than statements of historical fact are forward-looking statements, including, without limitation, statements regarding closing and the expected closing date of the Offering; TSX Venture Exchange approval of the Offering; exercise of the Agents' Option; exercise of the Warrants; exercise of the broker warrants to be issued to the Agents; use of proceeds from the Offering; and the business, strategy, products, corporate vision, plans and objectives of or involving the Company. Such forward-looking information reflects management's current beliefs and is based on information currently available to management. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "forecasts", "predicts", "intends", "targets", "aims", "anticipates" or "believes" or variations (including negative variations) of such words and phrases or may be identified by statements to the effect that certain actions "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. A number of known and unknown risks, uncertainties and other factors may cause the actual results or performance to materially differ from any future results or performance expressed or implied by the forward-looking information. These forward-looking statements are subject to numerous risks and uncertainties, certain of which are beyond the control of the Company including, but not limited to, the impact of general economic conditions, industry conditions and dependence upon regulatory approvals, including but not limited to approval of the TSX Venture Exchange. Certain material assumptions regarding such forward-looking statements may be discussed in this news release and the Company's annual and quarterly management's discussion and analysis filed at www.sedarplus.ca. Readers are cautioned that the assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward-looking statements. The Company does not assume any obligation to update or revise its forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by applicable law.

For further information, please contact:

Abhinav Singhvi,
CFO of Volatus
abhinav.singhvi@volatusaerospace.com
+1 833-865-2887

Danielle Gagne,
Head of Marketing and Communications of Volatus
Danielle.gagne@volatusaerospace.com

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

SOURCE: Volatus Aerospace Inc.