DDC and Volatus Aerospace Corp. complete Previously announced Merger of Equals
Press Release
Toronto, ON, Drone Delivery Canada Corp. (“Drone Delivery Canada” or the “Company“) (TSXV: FLT) (OTCQX: TAKOF) (Frankfurt: A3DP5Y) (Frankfurt: ABBA.F) and Volatus Aerospace Corp. (“Volatus“) (TSXV: VOL) (OTCQB: VLTTF) are pleased to announce the successful completion of their merger of equals (the “Merger“) announced on May 21, 2024, pursuant to which Drone Delivery Canada acquired all of the issued and outstanding common shares of Volatus (the “Volatus Shares“) by way of a plan of arrangement under the Business Corporations Act (Ontario) (the “Arrangement“). The Arrangement results in Volatus becoming a wholly-owned subsidiary of the Company. The completion of the Merger marks a new era for the companies, combining the power of Volatus’ commercialization expertise with Drone Delivery Canada’s proven remote operations and logistics technology. The Merger obtained requisite approval by the shareholders of both companies, with Drone Delivery Canada holding its meeting on August 26th and Volatus on August 23rd. The Arrangement was approved by the Ontario Superior Court of Justice (Commercial List) on August 27th.
In connection with the Merger, the Company will change its name to “Volatus Aerospace Inc.”, leveraging the strength of the Volatus brand while maintaining Drone Delivery Canada’s brand for cargo operations. The shares of the Company will continue to trade under the stock ticker symbols TSXV: FLT, OTCQX: TAKOF, Frankfurt: A3DP5Y, and Frankfurt: ABBA.F. The shares of the Company are expected to start trading on TSX Venture Exchange (the “TSXV“) under the new name “Volatus Aerospace Inc.” on or about September 5, 2024.
Under the terms of the Arrangement, each former Volatus shareholder is now entitled to receive 1.785 (the “Exchange Ratio“) common voting shares of the Company for each Volatus Share held immediately prior to the effective time of the Arrangement (the “Consideration“). The Merger was structured as a 50/50 merger of equals with shareholders of both companies owning approximately 50% of the Company upon completion of the Arrangement.
In order to receive the Consideration, registered shareholders of Volatus Shares will be required to deposit their share certificate(s) representing Volatus Shares, together with the duly completed letter of transmittal, with Computershare Investor Services Inc., the depositary under the Arrangement. Shareholders whose Volatus Shares are registered in the name of a broker, dealer, bank, trust company or other nominee should contact their nominee regarding the receipt of the Consideration.
Volatus Options, Warrants and Convertible Debentures
Holders of Volatus options (“Volatus Options“) have received replacement options under the Arrangement, exercisable for common voting shares in the capital of the Company at the same Exchange Ratio applicable to the Volatus Shares. All other terms and conditions of the replacement options, including the term of expiry, vesting, conditions to and manner of exercising, are the same as the Volatus Options for which they were exchanged.
Warrants to purchase Volatus Shares (“Volatus Warrants“), other than those that have been exercised prior to the effective time of the Arrangement, will continue to remain outstanding as warrants of Volatus which, upon exercise, will entitle the holder thereof to receive, the Consideration in lieu of a Volatus Share for each Volatus Warrant so exercised.
Convertible debentures of Volatus (the “Volatus Debentures“) will be assumed by Drone Delivery Canada and the Volatus Debentures shall be amended so as to substitute for the Volatus Shares subject to such Volatus Debentures such number of common voting shares of the Company equal to (A) the number of Volatus Shares into which such Volatus Debentures may be convertible immediately prior to the effective time of the Arrangement, multiplied by (B) 1.785, rounded down to two decimal places.
As required by the warrant indentures in respect of certain Volatus Warrants and the debenture indenture in respect of the Volatus Debentures, Drone Delivery Canada has entered into supplemental warrant indentures and a supplemental debenture indenture. Copies of each of the supplemental warrant indentures and supplemental debenture indenture will be available on Volatus’ and Drone Delivery Canada’s respective SEDAR+ profiles at www.sedarplus.ca.
Management and Board Composition
The management team of the Company is led by Glen Lynch as CEO and Steve Magirias as COO. Ian McDougall, the current chairman of Volatus, has assumed the role of chairman of the Company’s board. The other directors of the Company are Kevin Sherkin, Larry Taylor, Glen Lynch and Andrew Leslie.
“Our transformative merger of Drone Delivery Canada and Volatus marks the next major milestone for the Company,” said Glen Lynch, CEO of the Company. “Back when Volatus transitioned from a private company to a public company in 2021, we reimagined our mission to be an integrator and consolidator of a fragmented industry—to build a streamlined and agile ecosystem for our customers. Volatus is taking the next evolutionary step with Drone Delivery Canada, combining its significant technological expertise together with our commercial experience to provide tested and proven remote operational capabilities and logistics technology to our customers.”
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