News Release
Volatus Aerospace Makes Strategic Investment in Delta Drone to Solidify Global Drone Presence
Volatus Aerospace Corp.
(TSXV:VOL) (OTCQB:VLTTF) - Volatus Aerospace announced the signing of a definitive agreement on March 3 rd, 2022, to make a strategic investment in Delta Drone SA, a company based in Lyon, France, listed on the Euronext Growth Paris stock exchange. The maximum investment value will be C$807,679 (€576,913), representing a 20% equity position in Delta Drone SA, with an option to increase the shareholding to 45% within 30 days from the Closing date with an additional investment amount not exceeding C$1,009,599 (€721,142). The total investment will not exceed C$1.85M (€1.30M), and Volatus plans to fund this through its existing cash reserves. Delta Drone is a fast-growing drone and robotics company with operations in France, Belgium, Australia, South Africa and Ghana and unaudited annual sales in 2021 of approximately C$23 million (€16 million). Founded in 2011, business activities include the design, manufacture and sale of specialized drone and robotics equipment, the dronification of industrial and event security services, training and commercial drone services with particular expertise in mining and agriculture. The agreement provides that Glen Lynch, CEO of Volatus Aerospace, will become Executive Chairman of Delta Drone. Christian Viguié, currently President & CEO of Delta Drone, will assist Glen, and continue to play a role in the management of the alliance. Under the terms of the agreement, Volatus will support Delta Drone in executing an aggressive business development strategy to better leverage the company's key technologies and capabilities. The following initiatives have already been defined: Evolve from a technology-focused organization to a sales-focused organization Pursue a cost rationalization program to improve efficiencies Suspend all further use of the current Ornan dilutive financing program Build joint sales teams with Volatus to accelerate growth in Europe and expand Delta Drone offers in North America Pursue development in Africa and the southern hemisphere (Australia and South Africa) Create a new relationship of trust with all shareholders "The leveraging of Delta Drone's operations in Europe, Australia and Africa with Volatus Aerospace's operations in Canada, the United States and Latin America will create technical and commercial opportunities across five continents," said Glen Lynch, CEO of Volatus Aerospace. "This investment provides joint access to technologies and expertise that broadens the product and service portfolios of both Delta Drone and Volatus Aerospace and creates a synergistic approach to serving the key interests of customers worldwide." "Delta Drone, Delta Drone International and Volatus Aerospace are highly complementary, and this investment moves us towards creating a truly global player, capable of meeting the needs of a large account clientele around the world," said Christian Viguié, President & CEO of Delta Drone. "With technological solutions and associated services ready to be deployed, we will be able to focus on deeper commercialization and accelerating our growth." The transaction will result in the issuance of 824,162,071 Delta Drone treasury shares that, once issued, will represent 20% of total outstanding shares. The shares issued will be subject to any stock adjustments carried out by Delta Drone before Closing. Consideration will be in the form of cash with the per-share subscription price determined by the Parties, based on the volume-weighted average daily price of Delta Drone’s shares over ten (10) trading days before the Closing Date less a 35% discount, or €0.0007 whichever is lower. The investment amount to acquire 20% will not exceed C$807,679 (€576,913). The Closing for the transaction is scheduled for March 31 st, 2022. In addition to the purchase of the shares noted above, Volatus will be issued optional warrants allowing Volatus to increase its equity position in Delta Drone to 45% of the outstanding shares. The subscription price for the shares if Warrants are exercised at Volatus’ sole discretion will be €0.0007 or the volume-weighted average daily price of Delta Drone’s shares over a period of ten (10) trading days prior to the Closing Date less a 35% discount, whichever is lower. The increased investment not exceeding C$1,009,599 (€721,142), can be done before April 30 th, 2022. Volatus is also being issued with anti-dilutive warrants that will be triggered and exercised when shareholding of Volatus falls below the 45% threshold. Anti-dilutive warrants are priced in a similar way as optional warrants. This transaction is expected to close on March 31 st, 2022, or such other date as may be agreed upon, subject to due diligence, mutually agreed business plan, execution of employment contracts for the leadership team of Delta Drone, any applicable waivers, and any applicable regulatory approval by the TSX-V, AMF and foreign investor approval by the French Ministry of Economy. About Volatus Aerospace: Volatus Aerospace Corp. is a leading provider of integrated drone solutions throughout Canada, the United States, and Latin America. Operating a vast pilot network, Volatus serves commercial and defense markets with imaging and inspection, security and surveillance, equipment sales and support, training, and design, manufacturing, and R&D. Through its subsidiary Volatus Aviation, Volatus carries on the business of aircraft management, charter sales, and cargo services using piloted, remotely piloted, and autonomous aircraft. Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accept responsibility for the adequacy or accuracy of this release. This news release contains statements that constitute “forward-looking information” within the meaning of applicable securities laws, including statements regarding the plans, intentions, beliefs and current expectations of the Corporation with respect to future business activities and operating performance. Often, but not always, forward-looking information can be identified by the use of words such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, or “believes” or variations (including negative variations) of such words and phrases, or statements formed in the future tense or indicating that certain actions, events or results “may”, “could”, “would”, “might” or “will” (or other variations of the foregoing) be taken, occur, be achieved, or come to pass. Forward-looking information includes information regarding (i) the business plans and expectations of the Corporation; and (ii) expectations for other economic, business, and/or competitive factors. Forward-looking information is based on currently available competitive, financial and economic data and operating plans, strategies or beliefs as of the date of this news release, but involve known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, performance or achievements of the Corporation to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information. Such factors may be based on information currently available to the Corporation, including information obtained from third-party industry analysts and other third-party sources, and are based on management’s current expectations or beliefs. Any and all forward-looking information contained in this news release is expressly qualified by this cautionary statement. Investors are cautioned that forward-looking information is not based on historical facts but instead reflects expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Forward-looking information reflects the Corporation’s current beliefs and is based on information currently available to it and on assumptions it believes to be not unreasonable in light of all of the circumstances. In some instances, material factors or assumptions are discussed in this news release in connection with statements containing forward-looking information. Such material factors and assumptions include, but are not limited to: the impact of the COVID-19 pandemic on the Corporation; meeting the continued listing requirements of the TSXV; and anticipated and unanticipated costs and other factors referenced in this news release and the Circular, including, but not limited to, those set forth in the Circular under the caption “Risk Factors”. Although the Corporation has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. The forward-looking information contained herein is made as of the date of this news release and, other than as required by law, the Corporation disclaims any obligation to update any forward-looking information, whether as a result of new information, future events or results or otherwise. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. Source: Volatus Aerospace Corp. TSXV: VOL About Delta Drone: Delta Drone Group is a recognized international player in the civil drone industry for professional use. It develops a range of professional solutions based on drone technology as well as all associated services that form a complete value chain. Delta Drone shares are listed on the Euronext Growth Paris market - ISIN code: FR0011522168Also listed on Euronext Growth of BSA Y – ISIN code: FR 0013400991 www.deltadrone.com Contact Details Volatus Aerospace Corp. Rob Walker +1 514-447-7986 rob.walker@volatusaerospace.com Company Website https://volatusaerospace.com
March 03, 2022 05:47 PM Eastern Standard Time
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