(NewsDirect)
Volatus AerospaceCorp. (TSXV: VOL) (OTCQB: VLTTF) (“Volatus” or “the Company”)announced today that it has signed an arm’s length definitiveagreement to acquire Sky Scape Industries, LLC., a New Jersey basedcompany providing airborne intelligence data services.
Founded in 2014, SkyScape Industries uses remote sensing techniques to providecomprehensive inspection services including facility, structural,line, and right of way for power utilities, emergency response for oiland gas, and façade inspection services for property management. Thecompany utilizes crewed and uncrewed aircraft and has operatednationwide in over 24 states.
“Glen Lynch, CEO of Volatus Aerospace Corp.commented, “the addition of Sky Scape brings significant opportunityfor margin improvement through synergies with our existing businessunits. It further expands our service offering and continues growth incore sectors including power utilities, oil and gas, and façadeinspection.”
“Joining Volatus provides Sky Scape with the resources needed tofully leverage and expand its customer relationships,” said DavidYoel, CEO of Sky Scape. “The extensive Volatus pilot network,existing fleet of crewed aircraft, helicopters, and drones enhancesSky Scape’s offering, and their expansive sales team will help driveour growth.”
Under the terms of the agreement, the total purchase price,subject to an earn-out provision, is approximately C$845,000(US$620,000), paid as follows: An initial payment of approximatelyC$422,500 (US$310,000) in the form of newly issued common shares ofVolatus Aerospace Corp. The number of VOL shares to be issued will bebased on the share price at closing or the prior 30-day VWAP,whichever is higher. Volatus shall have the option to make the firstpayment in cash in lieu of shares. The earn-out payment of C$422,500(US$310,000), will be payable twelve (12) months after closing, in theform of additional Volatus shares issued on the share price of C$0.65or the prior 30-day VWAP, whichever is higher. This payment isconditional on Sky Scape retaining approximately C$1M of inspectionsalready contracted for 2024.
This announcement is in line with the Company’sobjectives to continue expansion in the US Market as well as growingits presence in large scale aerial intelligence services for oil andgas, power utilities, rail, construction, engineering, and inspectionindustries.
Theacquisition of Sky Scape Industries is anticipated to close on March31 st or such other agreed date conditional on satisfactorycompletion of due diligence, approval of the respective Board ofDirectors, key clients, and regulatory approval of the TSX VentureExchange.
About Volatus Aerospace:
VolatusAerospace Corp. is a leading provider of integrated drone solutionsthroughout North America and growing into Latin America and globally.Volatus serves civil, public safety, and defense markets with imagingand inspection, security and surveillance, equipment sales andsupport, training, as well as R&D, design, and manufacturing.Through our subsidiary, Volatus Aviation, we are introducing green andinnovative drone solutions to supplement and replace traditionalaircraft and helicopters for long-linear inspections such as pipeline,energy, rail, and cargo services. Volatus is committed to carbonneutrality; the fostering of a safe, equitable and inclusiveworkplace; and responsible governance.
Non-IFRS Measures
This news release includes certain terms or performancemeasures that are not defined under International Financial ReportingStandards (“IFRS”), such as “annual recurring revenue”(“ARR”) and gross margin. ARR used in this news release refers toannual revenue generated from multi-year contracts and the Companyderives gross margin by subtracting costs of goods sold from totalrevenue and dividing such number by total revenue. ARR and grossmargin are not recognized, defined or standardized under IFRS andaccordingly, the Company’s definition of ARR may differ fromdefinitions used by other companies and therefore comparability may belimited. ARR should not be considered a substitute for or consideredin isolation from measures prepared in accordance with IFRS.
Forward-Looking Information
This news releasecontains statements that constitute “forward-looking information”and “forward-looking statements” within the meaning of applicablesecurities laws, including statements regarding the plans, intentions,beliefs, and current expectations of the Company with respect tofuture business activities and operating performance. Often, but notalways, forward-looking information and forward-looking statements canbe 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 andphrases, or statements formed in the future tense or indicating thatcertain actions, events or results “may”, “could”,“would”, “might” or “will” (or other variations of theforegoing) be taken, occur, be achieved, or come to pass.Forward-looking information includes, but is not limited to: (i) thebusiness plans and expectations of the Company; (ii) the closing ofthe proposed Transaction and timing thereof; (iii) expectationsrelated to the Transaction and anticipated benefits thereof, (iv)opportunities for significant gross margin improvement and otheranticipated benefits of the transaction to the Company; and (iv)expectations for other economic, business, and/or competitive factors.Forward-looking information is based on currently availablecompetitive, financial, and economic data and operating plans,strategies, or beliefs of management of the Company as of the date ofthis 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 differentfrom any future results, performance or achievements expressed orimplied by the forward-looking information. Such factors are based oninformation currently available to the Company, including informationobtained from third-party industry analysts and other third-partysources, and are based on management’s current expectations orbeliefs. Any and all forward-looking information contained in thisnews release is expressly qualified by this cautionary statement.Investors are cautioned that forward-looking information is not basedon historical facts but instead reflects expectations, estimates orprojections concerning future results or events based on the opinions,assumptions and estimates of management considered reasonable at thedate the statements are made. Forward-looking information andforward-looking statements reflect the Company’s current beliefs andis based on information currently available to it and on assumptionsit believes to be not unreasonable in light of all of thecircumstances. In some instances, material factors or assumptions arediscussed in this news release in connection with statementscontaining forward-looking information. Such material factors andassumptions include, but are not limited to: the completion of theTransaction and timing of completion; satisfaction of all closingconditions to the Transaction; the anticipated benefits of theTransaction to the Company; TSX Venture Exchange approval of theTransaction; and anticipated and unanticipated costs and other factorsreferenced in this news release, and including, but not limited to,those factors set forth in the Company’s Annual Information Formunder the section “Risk Factors”. Although the Company hasattempted to identify important factors that could cause actualactions, events or results to differ materially from those describedin forward-looking information, there may be other factors that causeactions, events or results to differ from those anticipated, estimatedor intended. The forward-looking information contained herein is madeas of the date of this news release and, other than as required bylaw, the Company disclaims any obligation to update anyforward-looking information, whether as a result of new information,future events or results or otherwise. There can be no assurance thatforward-looking information will prove to be accurate, as actualresults and future events could differ materially from thoseanticipated in such statements. Accordingly, readers should not placeundue reliance on forward-looking information.
Neither theTSX Venture Exchange nor its Regulation Services Provider (as thatterm is defined in the policies of the TSX Venture Exchange) acceptsresponsibility for the adequacy or accuracy of this newsrelease.
Source: Volatus Aerospace Corp.
TSXV: VOL
Contact Details
Volatus AerospaceCorp
Rob Walker
+1 514-447-7986
rob.walker@volatusaerospace.com
CompanyWebsite
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