Mr. Glen Lynch reports

VOLATUS AEROSPACE INC. SECURES $3 MILLION IN FINANCING FROM EXISTING MAJOR INSTITUTIONAL INVESTOR AND PROVIDES CORPORATE UPDATE

Volatus Aerospace Inc. has closed a $3-million private placement from Investissement Quebec. Pursuant to the financing, the company entered into an amended and restated secured convertible debenture, increasing the principal amount of Investissement Quebec's original investment of $7.5-million, as announced in the company's news release dated Oct. 21, 2024, to an aggregate of $10.5-million.

The financing will allow Volatus to expand its operations and accelerate the development of its aerial solutions in key sectors ahead of the 2025 season, including oil and gas, energy utilities, public safety, and infrastructure.

Volatus will also gain additional financial flexibility as it seeks to expand its service business globally. Global geopolitical turmoil has put a renewed focus on securing local assets, and Volatus's platforms and technology can play a key part of this strategy at scale and cost.

"We are honoured to have additional support from Investissement Quebec, which is a great vote of confidence, as we continue to grow in our target markets," said Glen Lynch, chief executive officer of Volatus. This financing will enable the company to achieve our near-term profitability goal and reinforce our base from which to go after global projects."

The debenture, with a term of five years, will be senior secured and convertible at the holder's option into common voting shares of Volatus at a conversion price of 20.2 cents per common share. The debenture will bear interest at a rate of 12.5 per cent per annum until its maturity date on Oct. 21, 2029. The interest portion for the first three-year period will be initially non-cash interest and capitalized semi-annually and convertible at the holder's option at the then market price of the common shares as permissible by securities regulations and the rules of the TSX Venture Exchange, while the interest portion for the past two years will be payable, semi-annually, in cash until the maturity date, unless the debenture is otherwise converted at the conversion price, at any time and at the holder's option before the maturity date.

The company intends to use the net proceeds from the financing for financing inventory, capital expenditures, working capital and general corporate purposes. Certain existing aircraft-related financing debt will remain secured in priority to the debenture.

Corporate updates

Volatus is also pleased to announce that, further to its press release dated May 22, 2025, the company has completed its previously announced shares-for-debt transaction and issued a total of 3.72 million units of the company, settling the principal and accrued and unpaid interest in the amount of $446,400 owing to holders of unsecured non-convertible debentures of the company.

Each settlement unit is composed of one common share and one common voting share purchase warrant of the company, with each settlement warrant exercisable to purchase one additional common share at an exercise price of 20 cents per common share for a period of 36 months from the date of issuance.

The debenture and settlement warrants will not be listed on a public stock exchange. The financing and the shares-for-debt transaction remain subject to the final approval of the TSX Venture Exchange. The debenture, the common shares issuable upon conversion of the debenture and the securities issuable in connection with the shares-for-debt transaction are subject to a statutory hold period of four months plus a day from the date of issuance of the debenture and settlement units, as applicable, in accordance with applicable securities legislation and policies of the TSX-V. Additionally, the settlement shares and the common shares issuable upon the conversion of the debenture or the exercise of the settlement warrants will not be listed on a U.S. public stock exchange, and have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration.

Additionally, in support of its commitment to aligning employee incentives with long-term shareholder value, the company has issued a total of 2.9 million restricted share units to employees under its approved equity incentive plan. Mr. Lynch has voluntarily chosen to forgo participation in this RSU grant, allowing the benefits to extend across the organization. He continues to demonstrate his confidence in the company's long-term success as a significant equity holder.

About Volatus Aerospace Inc.

Volatus Aerospace is a leader in innovative global aerial solutions for intelligence and cargo. With a strong foundation of over 100 years of combined institutional knowledge in aviation, Volatus provides comprehensive solutions using both piloted and remotely piloted aircraft systems. It serves industries such as oil and gas, utilities, health care, and public safety. Its mission is to enhance operational efficiency, safety and sustainability through cutting-edge, real-world solutions.

We seek Safe Harbor.