News Release
Amendment to Terms of Acquisition of Synergy Aviation Ltd.
Volatus Aerospace Corp.
This notice is an amendment to the announcement released on October 13, 2022, to include additional information relating to Synergy shareholders' option to convert remaining Synergy shares to Volatus equity. The option of the Synergy shareholders to sell the remaining 49% equity in 2024 after meeting minimum operational and financial metrics will be at the same valuation at Closing and in exchange for Volatus shares based on 30 days VWAP (volume weighted average price) on date of Closing with a minimum floor price of $0.65 per share. The total maximum cash value of the shares if all shareholder shares are converted will be $2,205,000. " This amendment illustrates the confidence of Synergy shareholders in the long-term value of Volatus Aerospace, " said Abhinav Singhvi, CFO of Volatus Aerospace. “This addition in our definitive agreement eliminates significant dilution based on current share price and protects the interest of our existing shareholders.” Full amended news release is attached below: Volatus Aerospace Adds Over 500,000 km of Oil & Gas PipelineRight of Way Surveillance with Acquisition of Synergy Aviation Ltd. Volatus Aerospace Corp. (TSXV:VOL) (OTCQB: VLTTF) ("Volatus" or "the Company") announced on October 13, 2022 that it has signed an arm's length definitive agreement dated Oct 12, 2022, to acquire Alberta-based Synergy Aviation Ltd. This acquisition will solidify Volatus’ position in Western Canada providing privileged access to much of the oil and gas industry. Synergy’s leadership in the sector combined with Volatus’ drone technology solutions will positionthe Company with a strong competitive advantage to introduce innovative, efficient, green, remotely operated drone solutions to fulfill regulatory and asset monitoring requirements. Founded in Alberta in 2014, SynergyAviation is an industry leaderin aerial surveillance, pipeline integrity monitoring, and specialized geomatics, patrolling and inspecting more than 500,000 KM of pipeline right of way stretching from the coast of British Columbia to the Manitoba/US border. The company provides Canada’s largest oil & gas producers and pipeline operators with uninterrupted, consistent and highly detailed right-of-way integrity data. “Pipeline inspection, much like other long linear inspection requirements, has traditionally been completed using crewed helicopters and small fixed wing aircraft,” said Glen Lynch, CEO of Volatus Aerospace. “Leveraging Synergy’s oil & gas presence combined with our existing pipeline operations in Ontario will allow us to introduce the power of innovative drone solutions to meet regulatory compliance and asset management requirements with improved efficiencies and a material reduction in greenhouse gas emissions.” There are nearly 5 million kilometers of oil & gas pipelinein North America requiring annual inspections and, in many cases, weekly patrols to meet regulatory and asset management requirements,” said Todd Tkach,President of SynergyAviation. “Becoming part of Volatusgives us the added geomatics capabilities, market reach, and the opportunity to disrupt traditional methods in this sector. Synergy recorded unaudited revenues of $7 million with a 14% EBITDA (Earnings before Interest, tax, depreciation, and amortization) during the first nine months of 2022 and is targeting year end revenuesof $9 million. Under the terms of the agreement, Volatus will make an equity investment of $2.29 million in Synergy Aviation over the course of 10 months from closing in exchange for newly issued shares that will represent 51% of all outstanding shares. The investment will be used by Synergy for ongoing expansion activities. The transaction is scheduled to close on October 31 st conditional on satisfactory completion of due diligence, approval of the respective Board of Directors, and regulatory approval by the TSX Venture Exchange. Subject to operational and financial metric as defined in the definitive agreement, the Synergyinvestors will have an option,expiring in December2024, to sell the remaining 49% equity to Volatus at the same valuation at Closing in exchange of Volatus shares based on 30 days VWAP (volume weighted average price) on date of Closing with a minimum floor price of $0.65 per share and maximum. The total maximum cash value of the shares if all shareholder shares are converted will be$2,205,000. This announcement marks another step in a series of interrelated technology, regulatory, and commercial milestones intended to drive and scale the commercialization of drone technologies. Recent announcements include the launch of the Aerieport drone nesting station, regulatory authority to remotely operate a drone at an airport, the remote operation of drones in Las Vegas from our operations center 3,000 km away, and most recently, a collaboration agreement with Accipiter Radar to provide for larger scale deconfliction between drones and low flying aircraft. The combination of these events with other Volatus technologies provides large scale opportunities in oil and gas, power distribution, and rail throughout the markets served by Volatus. About Volatus Aerospace: Volatus Aerospace Corp. is a leading provider of integrated drone solutions throughout North America and growing into Latin America and globally. Volatus serves civil, public safety, and defense markets with imaging and inspection, security and surveillance, equipment sales and support, training, as well as R&D, design, and manufacturing. Through our subsidiary, Volatus Aviation, we are introducing green and innovative drone solutions to supplement and replace traditional aircraft and helicopters for long-linear inspections such as pipeline, energy, rail, and cargo services. Volatus is committed to carbon neutrality; the fostering of a safe, equitable and inclusive workplace; and responsible governance. Forward-Looking Information This news release contains statements that constitute “forward-looking information” and “forward-looking statements” within the meaning of applicable securities laws, including statements regarding the plans, intentions, beliefs, and current expectations of the Company with respect to future business activities and operating performance. Often, but not always, forward-looking information and forward-looking statements 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 Company; 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 Company 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 Company, 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 and forward-looking statements reflect the Company’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 commercialization of drone flights beyond visual line of sight and potential benefits to the Company; and meeting the continued listing requirements of the TSXV. Although the Company 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 Company 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. Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this news release. Source: Volatus Aerospace Corp. TSXV: VOL Contact Details Abhinav Singhvi +1 514-447-7986 abhinav.singhvi@volatusaerospace.com Company Website https://volatusaerospace.com
October 31, 2022 07:39 AM Eastern Daylight Time
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