Volatus Aerospace Inc. Completes Shares-for-Debt Settlement of Unsecured Convertible Debentures

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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 14, 2025 (GLOBE NEWSWIRE) — Volatus Aerospace Inc. (TSXV: FLT) (OTCQX: TAKOF) (Frankfurt: ABB) (“Volatus” or the “Company“), a leader in global aerial solutions, is pleased to announce that, further to its press release dated April 11, 2025, the Company has completed its previously announced shares-for-debt transaction (the “Shares-for-Debt Transaction”) and issued a total of 20,174,280 common voting shares in the capital of the Company (the “Common Shares”) and 17,640,000 Common Share purchase warrants (each a “Warrant”) settling an aggregate debt of $3,026,142.00 owing to holders of unsecured convertible debentures of the Company (the “Debentures”) issued pursuant to a debenture indenture dated May 11, 2023 between the Company and TSX Trust Company. To give effect to the Shares-for-Debt Transaction, the Company and TSX Trust Company, as trustee, entered into a third supplemental indenture to the debenture indenture governing the Debentures.

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The Common Shares were issued at a deemed price of $0.15 per Common Share. Each Warrant is exercisable into one Common Share at an exercise price of $0.20 per Common Share for a period of three years from the date of issuance, subject to acceleration if, at any time following the date that is 4 months and one day following the date of issuance, the daily volume weighted average trading price of the Common Shares on the TSX Venture Exchange (“TSXV”) is greater than $0.35 per share for the preceding 10 consecutive trading days on the TSXV. The Warrants are governed by the terms of a warrant indenture between the Company and TSX Trust Company, as warrant agent.

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The Common Shares and Warrants issued pursuant to the Shares-for-Debt Transaction are subject to a hold period of four months and one day following the date of issuance, in accordance with applicable securities laws and TSXV policies. The Shares-for-Debt Transaction is subject to final approval of the TSXV.

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The Common Shares and Warrants issued pursuant to the Shares-for-Debt Transaction will not be registered under the United States Securities Act of 1933, as amended, or state securities laws and may not 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. 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 TSXV final approval of the Shares-for-Debt Transaction. 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 TSXV final 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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