Volatus Aerospace Corp. (TSXV: VOL) (OTCQB: VLTTF) (“Volatus” or the “Company”) is pleased to announce that it has closed its previously announced marketed public offering (the “Offering”) of 11,171,812 units of the Company (the “Units”), inclusive of 60,612 Units forming part of the over-allotment option, at a price of $0.36 per Unit for gross proceeds of approximately $4,021,852. Each Unit is comprised of one common share in the capital of the Company (a “Common Share”) and one Common Share purchase warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to acquire, subject to adjustment in certain circumstances, one Common Share at an exercise price of $0.50 for a period of 24 months from the date of issuance. The Company has applied to list the Warrants (the “Supplemental Listing”) for trading on the TSX Venture Exchange (the “TSXV”) and anticipates the Warrants to be trading on the TSXV under the symbol VOL.WT.A on or about October 13, 2022.
The Offering was led by Echelon Wealth Partners Inc., as lead agent and sole bookrunner, and a syndicate of agents, including Integral Wealth Securities Limited (collectively, the “Agents”). In connection with the Offering, the Company: (i) issued the Agents an aggregate of 879,475 compensation warrants, each of which is exercisable into one Common Share at an exercise price of $0.36 for a period of 24 months from the date of issuance; and (ii) paid the Agents an aggregate cash commission of $316,610.97.
The Offering was completed pursuant to the Company’s (final) short form prospectus dated September 16, 2022 (the “Prospectus”). A copy of the Prospectus can be obtained on SEDAR at www.sedar.com.
The Company is also pleased to announce that it has closed its previously contemplated concurrent brokered private placement of 569,222 Units on the same terms as the Offering (the “Concurrent Private Placement”) for aggregate gross proceeds of approximately $204,920. The Company will not be proceeding with its previously announced concurrent non-brokered private placement of Units of up to $500,000. All securities issued in connection with the Concurrent Private Placement are subject to a statutory hold period of four months plus a day from the date of issuance in accordance with applicable securities laws. The Offering and the Concurrent Private Placement are subject to final approval of the TSXV.
The Company will use the net proceeds of the Offering and Concurrent Private Placement for inventory, factory operations, warehouse improvements, equipment for services and training, technology development, acquisitions, working capital and general corporate purposes, as more particularly set out in the Prospectus.
This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws, and may not be offered or sold within the United States, or to or for the account or benefit of any U.S. person or any person in the United States, unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available. “United States” and “U.S. Person” are as defined in Regulation S under the U.S. Securities Act.
Certain insiders of the Company purchased an aggregate of 555,600 Units under the Offering. This constitutes a “related party transaction” within the meaning of TSX Venture Exchange Policy 5.9 (“Policy 5.9”) and Multilateral Instrument 61-101 (“MI 61-101”). The Company has relied on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 (and Policy 5.9) contained in sections 5.5(b) and 5.7(1)(b) of MI 61-101 in respect of such insider participation. The Company did not file a material change report more than 21 days before the expected closing of the Offering, as the details and amounts of the insider participation were not finalized until closer to the closing and the Company wished to close the Offering as soon as practicable for sound business reasons.
Volatus announces the granting of 200,000 stock options to its new board member, Lt. General (ret'd) the Honourable Andrew Leslie. Each stock option entitles the holder to purchase one common share of the Company for an exercise price of $0.36 at any time until October 5, 2027. Fifty percent (50%) of the stock options shall vest on the first anniversary of the date of grant with the remaining fifty percent (50%) on the second anniversary of the date of grant.
The granting of these options is subject to the terms of the Company’s stock option plan and its standard form stock option agreement, in addition to any required approval of the TSXV.
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.
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.
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.
Source: Volatus Aerospace Corp.