Volatus Aerospace Inc. Announces Shares-for-Debt Transaction

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/ NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES /

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TORONTO, May 22, 2025 (GLOBE NEWSWIRE) — Volatus Aerospace Inc. (TSXV: FLT) (OTCQX: TAKOF) (Frankfurt: A2JEQU) (“Volatus” or the “Company”), a leader in global aerial solutions, is pleased to announce a proposed shares-for-debt settlement aimed at enhancing shareholder value and strengthening the Company’s balance sheet. The Company has reached an agreement, subject to receipt of TSX Venture Exchange (“TSXV”) approval, with holders of unsecured non-convertible debentures of Volatus Aerospace Corp., a wholly-owned subsidiary of the Company (the “Debentures”), to settle the outstanding principal and accrued and unpaid interest owing under the Debentures as at the maturity date, being May 23, 2025, in the aggregate amount of $446,400 in consideration for the issuance of an aggregate of 3,720,000 units of the Company (the “Settlement Units”) at a deemed price of $0.12 per Settlement Unit (the “Shares-for-Debt Transaction”). Each Settlement Unit will be comprised of one common voting share of the Company (a “Settlement Share”) and one common voting share purchase warrant of the Company (a “Settlement Warrant”), with each Settlement Warrant exercisable to purchase one additional common voting share of the Company at an exercise price of $0.20 per share for a period of 36 months from the date of issuance.

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The securities issued under the Shares-for-Debt Transaction will be subject to a statutory hold period expiring four months and one day from the date of issuance, in accordance with applicable securities laws and TSXV policies. Closing of the Shares-for-Debt Transaction is subject to all required regulatory approvals including that of the TSXV. In the event the Company does not obtain regulatory approval to complete the Shares-for-Debt Transaction, the Company will not proceed with the Shares-for-Debt Transaction at its discretion.

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None of the securities issuable in connection with the Shares-for-Debt Transaction will be registered under the United States Securities Act of 1933, as amended, or state securities laws and none may be offered or sold in the United States, except under circumstances that do not require registration under the U.S. Securities Act or any applicable state securities laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities of the Company, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

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About Volatus Aerospace:

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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 (RPAS). We serve industries such as oil and gas, utilities, healthcare, and public safety. Our mission is to enhance operational efficiency, safety, and sustainability through cutting-edge, real-world solutions.

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Forward-Looking Information

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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 about the Shares-for-Debt Transaction, including information regarding the receipt of regulatory approvals, the conversion of the Debentures, the timing and anticipated benefits thereof, and 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 of management 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 anticipated benefits of the conversion of the Debentures; TSXV approval of the Shares-for-Debt Transaction; and including, but not limited to, those factors set forth in the Company’s annual and quarterly management’s discussion and analysis filed on www.sedarplus.ca. 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.

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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.

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www.volatusaerospace.com

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