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/ NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES /
TORONTO, June 19, 2025 (GLOBE NEWSWIRE) -- Volatus Aerospace Inc. (TSXV: FLT) (OTCQX: TAKOF) (Frankfurt: ABB) ("Volatus” or the "Company”), a leader in global aerial solutions, is pleased to announce the successful closing of a $3 million private placement (the "Financing”) from Investissement Québec. Pursuant to the Financing, the Company entered into an amended and restated secured convertible debenture (the "Debenture”) increasing the principal amount of Investissement Québec's original investment of $7.5 million, as announced in the Company's news release dated October 21, 2024, to an aggregate of $10.5 million.
The Financing will allow Volatus to grow its operations and accelerate the development of its aerial solutions in key sectors ahead of the 2025 season, including oil and gas, energy utilities, public safety, and infrastructure.
Volatus will also gain additional financial flexibility as it seeks to grow its services business globally. Global geopolitical turmoil has put a renewed focus on securing local assets, and Volatus' platforms and technology can play a key part of this strategy at scale and cost. "We are honored to have additional support from Investissement Québec, which is a great vote of confidence as we continue to grow in our target markets”, said Glen Lynch, CEO of Volatus. This Financing will enable the Company to achieve our near-term profitability goal and reinforce our base from which to go after global projects.”
The Debenture, with a term of five years, will be senior secured and convertible at the holder's option into common voting shares of Volatus (the "Common Shares”) at a conversion price of $0.202 per Common Share (the "Conversion Price”). The Debenture will bear interest at a rate of 12.5% per annum until its maturity date on October 21, 2029 (the "Maturity Date”). The interest portion for the first three-year period will be initially non-cash interest, and capitalized semi-annually, and convertible, at the holder's option at the then market price of the Common Shares as permissible by securities regulations and the rules of the TSX Venture Exchange (the "TSXV”), while the interest portion for the last two years will be payable, semi-annually, in cash until the Maturity Date, unless the Debenture is otherwise converted at the Conversion Price, at any time and at the holder's option before the Maturity Date.
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The Company intends to use the net proceeds from the Financing for financing inventory, capital expenditures, working capital and general corporate purposes. Certain existing aircraft related financing debt will remain secured in priority to the Debenture.
Corporate Updates
Volatus is also pleased to announce that, further to its press release dated May 22, 2025, the Company has completed its previously announced shares-for-debt transaction (the "Shares-for-Debt Transaction”) and issued a total of 3,720,000 units of the Company (the "Settlement Units”), settling the principal and accrued and unpaid interest in the amount of $446,400.00 owing to holders of unsecured non-convertible debentures of the Company.
Each Settlement Unit is comprised of one Common Share (a "Settlement Share”) and one common voting share purchase warrant of the Company (a "Settlement Warrant”), with each Settlement Warrant exercisable to purchase one additional Common Share at an exercise price of $0.20 per Common Share for a period of 36 months from the date of issuance.
The Debenture and Settlement Warrants will not be listed on a public stock exchange. The Financing and the Shares-for-Debt Transaction remain subject to the final approval of the TSXV. The Debenture, the Common Shares issuable upon conversion of the Debenture and the securities issuable in connection with the Shares-for-Debt Transaction are subject to a statutory hold period of four months plus a day from the date of issuance of the Debenture and Settlement Units, as applicable, in accordance with applicable securities legislation and policies of the TSXV. Additionally, the Settlement Shares and the Common Shares issuable upon the conversion of the Debenture or the exercise of the Settlement Warrants will not be listed on a U.S. public stock exchange and have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration.
Additionally, in support of its commitment to aligning employee incentives with long-term shareholder value, the Company has issued a total of 2,900,000 restricted share units ("RSUs”) to employees under its approved equity incentive plan. CEO Glen Lynch has voluntarily chosen to forgo participation in this RSU grant, allowing the benefits to extend across the organization. He continues to demonstrate his confidence in the Company's long-term success as a significant equity holder.
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. 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 Financing, the Debenture and the Shares-for-Debt Transaction, including information regarding the use of proceeds of the Financing and TSXV final approval of the Financing and the Shares-for-Debt Transaction. 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 TSXV final approval of the Financing and the Shares-for-Debt Transaction and including, 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.
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
+1-833-865-2887