Mr. Glen Lynch reports

VOLATUS AEROSPACE EXPANDS PRODUCT DISTRIBUTION TO US MARKET WITH ACQUISITION OF EMPIRE DRONE COMPANY LLC.

Volatus Aerospace Corp. has signed an arm's-length definitive agreement to acquire Syracuse-based Empire Drone Company LLC, one of North America's fastest-growing distributors and integrators for unmanned aerial systems.

With Fortune Business Insights projecting the commercial drone market to grow to $47.38-billion by 2029 at a CAGR (compound annual growth rate) of 28.58 per cent, the addition of Empire Drone in the United States positions Volatus to capitalize on this opportunity by adding to its growing global presence in key markets for green drone technologies, which includes Volatus Aerospace LATAM in South America, Omniview Tech in Canada and iRed Remote Sensing in the United Kingdom.

"Volatus is already a major distributor and developer of civil and defence drone solutions in Canada," said Glen Lynch, chief executive officer of Volatus Aerospace. "The addition of Empire Drone solidifies our footprint in America and positions us for improved margins and accelerated growth in America with a U.S. depot and U.S.-based support."

"Joining Volatus provides Empire with the resources needed to accelerate our growth," said Sean Falconer, chief executive officer and founder of Empire. "We'll become a more important partner for our existing OEM [original equipment manufacturer] suppliers and increase our offering with Volatus technologies such as the Aerieport remote nesting station, Hydra Crawler, and other Volatus defence and public safety products. It's long been my goal to be a dominant player in the United States and this deal will give me the resources needed to get there."

Empire Drone is expected to generate revenue of $2.5-million in 2022 with a 6-per-cent EBITDA (earnings before interest, taxes, depreciation and amortization) margin. Under the terms of the agreement, Volatus will purchase 100 per cent of the company for a cash consideration of $300,000 (U.S.), equity of $350,000 (U.S.) with a minimum floor price of 65 cents and earnout of $350,000 (U.S.) paid in equity after one-year anniversary based on the 30-day volume-weighted average price (VWAP) with a minimum floor price of 65 cents per share, and assume the long-term debt of $225,000 (U.S.).

This announcement marks another step in a series of interrelated commercial milestones intended to drive and scale the commercialization of drone technologies, including:

• Announcement of Volatus Aerospace LATAM, a joint venture with EOLO Drones SAC to expand Volatus's commercial operations in Latin America;
• Introduction of a full-service financing program for enterprise and industrial drone equipment to help drone service providers, public safety agencies and industrial clients leverage the rapid evolution of related technologies by offering rental, usage contracts and customized financing arrangements for the sale of its drone solutions targeted at transactions valued from $25,000 to over $2-million;
• Acquisition of iRed Remote Sensing based in Emsworth, England, to provide a foundation for continued growth in the United Kingdom.

The acquisition of Empire Drone is scheduled to close on Dec. 31, conditional on satisfactory completion of due diligence, approval of the respective board of directors and regulatory approval by the Toronto Stock Exchange.

About Volatus Aerospace Corp.

Volatus Aerospace is a leading provider of integrated drone solutions throughout North America and growing into Latin America and globally. Volatus serves civil, public safety and defence markets with imaging and inspection, security and surveillance, equipment sales and support, and training, as well as R&D (research and development), design and manufacturing. Through its subsidiary, Volatus Aviation, it is 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.

We seek Safe Harbor.