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TORONTO, Nov. 4, 2025 /CNW/ - Volatus Aerospace Inc. ("Volatus" or the "Company") (TSXV: FLT) (OTCQB: TAKOF) (Frankfurt: A3DP5Y) (Frankfurt: ABB.F) is pleased to announce that it has entered into an agreement with Stifel Nicolaus Canada Inc. (the "Lead Underwriter") to act as lead underwriter and sole bookrunner on behalf of a syndicate of underwriters to be confirmed (together with the Lead Underwriter, the "Underwriters") pursuant to which the Underwriters have agreed to purchase from treasury, on a bought deal basis, 33,350,000 common voting shares (the "Offered Shares") in the capital of the Company at a price of $0.60 per Offered Share (the "Issue Price") for aggregate gross proceeds to the Company of $20,010,000 (the "Offering").
The Company has granted the Underwriters an option (the "Over-Allotment Option"), exercisable in whole or in part at any time and from time to time for up to 30 days following the Closing Date (as defined below), to purchase up to an additional number of Offered Shares (the "Additional Shares") equal to 15% of the number of Offered Shares sold pursuant to the Offering at a price per Additional Share equal to the Issue Price to cover overallotments, if any, and for market stabilization purposes.
The Company intends to use the net proceeds for development of the Company's Mirabel Manufacturing Hub, research and development of drone technologies to support the defense sector, potential acquisitions related to the defense sector, capital expenditures and for working capital and general corporate purposes.
The Offered Shares will be offered by way of a short form prospectus to be filed in all provinces of Canada, except Quebec. The Offered Shares will also be offered in the United States on a private placement basis pursuant to an exemption from the registration requirements of the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), and other jurisdictions outside of Canada provided that no prospectus, registration or other similar document is required to be filed in those jurisdictions.
The Offering is expected to close on or about November 26, 2025 (the "Closing Date") and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including the conditional approval of the TSX Venture Exchange (the "TSXV").
The Company has agreed to pay the Underwriters a commission of 6% on the gross proceeds of the Offering.
This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including any of the securities in the United States. The securities described herein have not been, and will not be, registered under 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 account or benefit of, U.S. Persons (as defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws, or an exemption from such registration requirements is available.
About Volatus Aerospace Inc.
With more than a century of combined aviation expertise, Volatus Aerospace delivers innovative aerial solutions for intelligence, surveillance, and cargo, utilizing both piloted and remotely piloted aircraft (RPAS/drones). Volatus provides a complete ecosystem of aerial services, including operations, equipment sales, training, and mission support, helping industries integrate aerial capabilities safely, efficiently, and sustainably.
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.
Cautionary Statement Regarding Forward-Looking Information
This news release contains statements that constitute "forward-looking information" and "forward-looking statements" within the meaning of applicable securities laws. Such information includes, but is not limited to, statements related to the intended use of proceeds from the Offering, anticipated timing and receipt of requisite regulatory approvals including approval of the TSXV. 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 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 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.
SOURCE Volatus Aerospace Inc.
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