Volatus Aerospace Inc. Announces Shares-for-Debt Settlement of Unsecured Convertible Debentures to Strengthen Balance Sheet

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TORONTO, April 11, 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. Effective April 10, 2025, the Company has reached an agreement, subject to receipt of TSX Venture Exchange (“TSXV”) approval, with the holders of convertible debentures issued pursuant to a debenture indenture dated May 11, 2023 (the “Debenture Indenture”) between the Company and TSX Trust Company as trustee (the “Trustee”). The Debenture holders have approved an extraordinary resolution to accept securities of the Company in full satisfaction of the outstanding principal amount and accrued and unpaid interest (the “Shares-for-Debt Transaction”) under the Debenture Indenture.

The Company issued $2,646,000 principal amount of debentures pursuant to the Debenture Indenture on May 11, 2023 (the “Debentures”). The Debenture Indenture was supplemented by a first supplementary indenture dated August 30, 2024, a second supplementary indenture dated August 30, 2024 and, upon receipt of all required regulatory approvals including that of the TSXV, the Company and the Trustee will enter into a third supplementary indenture (the “Third Supplementary Indenture”) in order to give effect to the Extraordinary Resolution and the Shares-for-Debt Transaction.

Key Transaction Details: The Company has obtained the requisite approval of holders of Debentures pursuant to the Extraordinary Resolution as follows:

• Maturity Date: Pursuant to the Extraordinary Resolution, the Debenture holders authorized the Company to set a maturity date for the Debentures, not to occur later than May 11, 2025. The Company will provide five days notice to TSX Trust Company and the Debenture holders of the date it selects as the maturity date of the Debentures.
• Debenture Conversion: All of the outstanding principal, being $2,646,000, owing under the Debentures will be settled in common shares of the Company (“Common Shares”) at a conversion price of $0.15 per share (the “Settlement Shares”).
• Interest Conversion: Additionally, all accrued and unpaid interest owing as of the maturity of the Debentures will be converted at a conversion price of $0.15 per share (the “Interest Shares”)
• Supplementary Shares: Debenture holders will also receive an additional 10% of the principal amount of the Debentures in common voting shares of the Company at a deemed price of $0.15 per share (the “Supplemental Shares”).
• Warrants: In addition, Debenture holders will receive one common share purchase warrant (each a “Warrant”) for each Settlement Share. Each warrant will be issued as of May 12, 2025 and will be exercisable into one common share of the Company at a price of $0.20 per share for a period of three years from the date of issuance. 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 Volatus shares on the TSXV is greater than $0.35 per share for the preceding 10 consecutive trading days on the TSXV, the Corporation shall have the right to accelerate the expiry date of the Warrants to a date that is at least 30 days following the date of notice to holders of Warrants.
  

Assuming a maturity date of May 11, 2025, the Company expects to issue a total of 20,157,908 Common Shares (comprising the Settlement Shares, Interest Shares and Supplemental Shares) and 17,639,995 Warrants. The actual number will vary if the Company selects an earlier maturity date. In the event that the Company does not obtain regulatory approval to complete the Shares-for-Debt Transaction, the Extraordinary Resolution authorizes the Company to not proceed with the Shares-For-Debt Transaction at its discretion.

"This financial restructuring is a key step toward optimizing our capital structure and setting the stage for sustainable growth, and we appreciate our investors support in this endeavour,” said Abhinav Singhvi, CFO of Volatus. “We believe this restructuring will provide us with added financial flexibility necessary to pursue our goals."

The securities issuable in connection with the conversion of the Debentures will be 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.

None of the securities issuable in connection with the conversion of the Debentures 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.

About Volatus Aerospace:

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.

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 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 Debenture conversion; and including, but not limited to, those factors set forth in the Company's Annual Information Form under the section "Risk Factors". 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.

Contact Information:
Abhinav Singhvi, CFO
abhinav.singhvi@volatusaerospace.com
+1-579-977-5066