Volatus Aerospace Inc. Announces Closing of Financing

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

TORONTO, ON / ACCESSWIRE / November 6, 2024 / Volatus Aerospace Inc. (TSXV:FLT.V)(OTCQX:TAKOF)(Frankfurt:A3DP5Y, ABBA.F) ("Volatus" or the"Company") is pleased to announce that it has closed its previously announced commercially reasonable best efforts private placement of an aggregate of 19,766,000 units of the Company ("Units") at a price of $0.14 per Unit (the "Issue Price") for aggregate gross proceeds of $2,767,240.00 (the "Offering"). Each Unit consists of one common voting share of the Company (a "Common Share") and one common voting share purchase warrant of the Company (a "Warrant"). Each Warrant entitles the holder thereof to purchase one Common Share of the Company (each, a "Warrant Share") at a price of $0.20 per Warrant Share for a period of 24 months following the closing of the Offering.

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 was conducted by Ventum Financial Corp. and Cormark Securities Inc., as co-lead agents, together with Desjardins Securities Inc. and Raymond James Ltd. (collectively, the "Agents") pursuant to an agency agreement dated November 6, 2024. The Company paid to the Agents: (i) a cash commission of $193,706.80; and (ii) non-transferrable compensation options of the Company ("Compensation Option Units") exercisable at any time prior to November 6, 2024 to acquire up to 1,383,620 units of the Company ("Compensation Option Units") at a price equal to the Issue Price, subject to adjustment in certain events. The Compensation Option Units have the same terms as the Units sold in the Offering.

The Units sold under the Offering were issued and sold pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106 - Prospectus Exemptions (the "Listed Issuer Financing Exemption"). A copy of the offering document under the Listed Issuer Financing Exemption dated October 28, 2024, as amended and restated on November 5, 2024 (the "Offering Document") is available under the Company's profile at www.sedarplus.ca and on the Company's website at www.volatusaerospace.com. All Units issued pursuant to the Listed Issuer Financing Exemption are not subject to resale restrictions in Canada in accordance with applicable Canadian securities laws and the policies of the TSX Venture Exchange. All other securities not issued pursuant to the Listed Issuer Financing Exemption, including the Compensation Option Units, are subject to a statutory hold period in accordance with applicable Canadian securities laws, expiring on March 7, 2025.

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.

Cautionary and 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, the timing and ability of the Company to obtain final approval of the Offering from the TSX Venture Exchange; 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.