NOT FOR DISTRIBUTION TO THE U.S. NEWSWIRE OR FOR DISSEMINATION IN THE UNITED STATES
Volatus Aerospace Corp. (TSXV: VOL) (OTCQB: VLTTF) (“Volatus” or the “Company”) is pleased to announce that it has filed a preliminary short form prospectus (the “Prospectus”) in connection with a proposed marketed public offering (the “Offering”) of 11,111,200 units of the Company (the “Units”) at a price of $0.36 per Unit (the “Offering Price”) for aggregate gross proceeds to the Company of up to $4,000,032, subject to an over-allotment option as described below. Additionally, the Company wishes to provide preliminary unaudited revenue results for the quarter ending June 30, 2022 (“Q2 2022”).
The Offering is being 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”) to sell, by way of a marketed short form prospectus offering on a commercially reasonable best efforts agency basis, 11,111,200 Units.
The Company has filed and obtained a receipt for the Prospectus in British Columbia, Alberta, and Ontario (together, the “Offering Jurisdictions”).
Each Unit of will consist of one common share (a “Common Share”) and one common share purchase warrant (each, a “Warrant”). Each Warrant will entitle the holder to acquire one additional Common Share at an exercise price of $0.50 per Common Share for a period of 24 months from the closing of the Offering.
The Agents will have an option (the "Over-Allotment Option") to offer for sale up to an additional 15% of the Units sold pursuant to the Offering on the same terms as the Offering for market stabilization purposes and to cover over-allotments. The Over-Allotment Option is exercisable in whole or in part within 30 days of the date of closing of the Offering. The Over-Allotment Option may be in the form of Units only, Common Shares only, Warrants only, or any combination thereof. The Offering is being conducted on a commercially reasonable best efforts agency basis and is subject to customary closing conditions, including, but not limited to, the entering into of an agency agreement with the Agents and the approval of the securities regulatory authorities and the TSX Venture Exchange (the “TSXV”).
In addition, the Company is undertaking, concurrent with the Offering, a non-brokered private placement of up to 1,388,900 Units at the Offering Price for gross proceeds of up to $500,004 (the “Concurrent Private Placement”). The securities issuable under the Concurrent Private Placement will be subject to resale restrictions, including a Canadian four-month hold period. The closing of the Offering is not conditional upon the closing of the Concurrent Private Placement.
The Company intends to use the proceeds of the Offering 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.
The Agent shall receive compensation comprised of cash equal to 8% of the gross proceeds and compensation warrants of the Company to purchase such number of common shares as is equal to 8% of the Units sold in the Offering (subject to a reduction, in each case, to 3% for Units sold to purchasers on a President’s List up to $500,000) upon closing of the Offering. The Offering is expected to close on or about August 16, 2022, or such other date as the Company and the Agent may agree.
The Prospectus containing important information relating to the Offering has been filed with the securities commissions or similar authorities in the Offering Jurisdictions and is available under the Company’s profile at www.sedar.com. There will not be any sale or any acceptance of an offer to buy Units until a receipt for a final prospectus has been issued.
This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. 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 applicable state securities laws, and may not be offered or sold to, or for the account or benefit of, persons in the United States or to U.S. persons 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. persons” shall have the meanings assigned to them in Regulation S under the U.S. Securities Act.
Corporate Update on Q2 Revenue Guidance
The Company wishes to provide guidance that it expects to report revenues of approximately $6.5M for Q2 2022, representing an increase of approximately 92% compared to the Company’s reported revenue of $3.4M for the three months ended June 30, 2021 ("Q2 2021") and an increase of approximately 36% compared to the Company’s revenue of $4.8M for the three months ended March 31, 2022 (“Q1 2022”). The Company also expects to report annual revenues of approximately $38M for the financial year ended December 31, 2022, representing an increase of approximately 138% compared to the Company’s reported revenue for the year ended December 31, 2021. The expected revenue increase is based on management's assumptions of the Company’s organic growth with new customer additions, geographic expansion in the United Kingdom and USA, and higher services and training revenue.
The expected total operating costs for 2022 are in line with management’s expectations of $11.70M. Factors contributing to the expected increase in revenue include revenue from the Company’s integrated solutions segment, product diversification providing higher margins, and revenue from services and training. The Company’s drone services and training segment has experienced seasonality in the first two quarters of the 2022 fiscal year, and the Company expects the third quarter to be stronger in these segments.
There can be no assurance that the Company will achieve similar revenue or margins in any subsequent quarter or annual period. Actual revenue for Q2 2022 and fiscal year 2022 may be materially different than as indicated. See the section entitled “Risk Factors” in the Prospectus.
About Volatus Aerospace:
Volatus Aerospace Corp. is a leading provider of integrated drone solutions throughout Canada, the United States, Latin America and most recently in Europe. Operating a vast pilot network, Volatus serves commercial and defense markets with imaging and inspection, security and surveillance, equipment sales and support, training, and design, manufacturing, and R&D. Through its subsidiary Volatus Aviation, Volatus carries on the business of aircraft management, charter sales, and cargo services using piloted, remotely piloted, and autonomous aircraft.
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.
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 regarding: (i) the business plans and expectations of the Company; 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 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 impact of the COVID-19 pandemic on the Company; the completion of the Offering; meeting the continued listing requirements of the TSXV; and anticipated and unanticipated costs and other factors referenced in this news release and the Prospectus, including, but not limited to, those set forth in the Prospectus 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.
This news release contains future-oriented financial information and financial outlook information within the meaning of applicable securities laws (collectively, “FOFI”) about the Company’s expected revenue and margins, all of which are subject to the same assumptions, risk factors, limitations, and qualifications as set out in the above paragraphs and set forth in the Prospectus under the section entitled “Risk Factors”. The actual financial results of the Company may vary from the amounts set out therein and such variation may be material. The Company and its management believe that the FOFI has been prepared on a reasonable basis, reflecting management’s best estimates and judgments. However, because this information is subjective and subject to numerous risks, it should not be relied on as necessarily indicative of future results. Except as required by applicable securities laws, the Company undertakes no obligation to update such FOFI. FOFI contained in this news release were made as of the date hereof and were provided for the purpose of providing further information about the Company’s anticipated future business operations. Readers are cautioned that the FOFI contained in this news release should not be used for purposes other than for which it was originally disclosed herein or therein. FOFI has been prepared by the Company’s management. MS Partners LLP, the Company’s independent auditor, has not performed any audit, review or compilation procedures with respect to the prospective information and accordingly does not provide any form of assurance with respect thereto for the purpose of the Offering.
Source: Volatus Aerospace Corp.
Volatus Aerospace Corp.