Volatus Aerospace Corp.and Partner Jet Corp. Announce Closing of Upsized and Oversubscribed Subscription Receipt Private Placement for Gross Proceeds of Approximately C$9.2 million and Execution of Definitive Agreement for Reverse Takeover
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TORONTO, June 30, 2021 (GLOBE NEWSWIRE) — Volatus Aerospace Corp. (“Volatus“) and Partner Jet Corp. (“Partner Jet”) (TSXV:PJT) are pleased to announce that Volatus has closed its previously announced private placement (the “Offering”) of subscription receipts (each, a “Subscription Receipt” and collectively, the “Subscription Receipts“). The Offering was oversubscribed and upsized from C$7.5 million to approximately C$9.2 million due to demand. Upon closing of the Offering, 14,051,932 Subscription Receipts were issued at a price of $0.65 per Subscription Receipt (the “Issue Price”) for aggregate gross proceeds of approximately C$9.2 million. The Offering was conducted in connection with Volatus’ going-public transaction which will be completed by way of a reverse takeover of Partner Jet by the shareholders of Volatus (the “Reverse Take-Over“).
Further, Partner Jet and Volatus executed a definitive amalgamation agreement dated June 30, 2021 (the “Definitive Agreement”) which outlines the terms and conditions pursuant to which Volatus and Partner Jet will complete the Reverse Take-Over.
Brokered Private Placement
The Offering was led by Echelon Wealth Partners Inc. (the “Lead Agent“), as lead agent and sole bookrunner, and included Cormark Securities Inc. (together with the Lead Agent, the “Agents“) and was conducted on a “commercially reasonable efforts” basis.
Each Subscription Receipt was sold at the Issue Price and will automatically convert, for no additional consideration, into one unit of Volatus (a “Unit”) upon the satisfaction of certain escrow release conditions, including, among others, the completion or waiver of all conditions precedent to the completion of the Reverse Take-Over and the receipt of shareholder and regulatory approvals required for the completion of the Reverse Take-Over (the “Escrow Release Conditions”). Each Unit will be comprised of one common share in the capital of Volatus (a “Common Share”) and one-half of one common share purchase warrant (each whole warrant, a “Warrant”). Each Warrant will entitle the holder thereof to acquire one additional Common Share at an exercise price of $0.75 (the “Warrant Exercise Price”) at any time prior to the date that is 24 months from the closing of the Reverse Take-Over. On closing of the Reverse Take-Over, the Common Shares and Warrants issued to the holders of Subscription Receipts will be automatically exchanged for an equal number of common shares and warrants of the entity resulting from the amalgamation of Partner Jet and Volatus (the “Resulting Issuer”).
The gross proceeds of the Offering, less 50% of the cash fee of $636,362.90 payable to the Agents and all of the expenses of the Agents incurred in connection with the Offering, have been paid into escrow pending satisfaction of the Escrow Release Conditions. In the event that the Escrow Release Conditions are not satisfied on or prior to the date that is 120 days after the closing of the Offering (which may be further extended, in the discretion of the Lead Agent, by a period of up to 60 days), the escrowed subscription funds, together with all interest accrued thereon, will be returned to subscribers in accordance with the terms of the subscription receipt agreement governing the Subscription Receipts.
Upon satisfaction of the Escrow Release Conditions, the escrowed proceeds of the Offering, less any amounts owing to the Agents, will be released to the Resulting Issuer. In addition, Volatus issued an aggregate of 979,020 compensation warrants (the “Compensation Warrants“) to the Agents. Each Compensation Warrant entitles the holder thereof to purchase one Common Share of Volatus at a price of $0.65 for a period of 24 months. In connection with the Reverse Take-Over, the Compensation Warrants will be exchanged for compensation warrants of the Resulting Issuer, each entitling its holder to purchase one common share of the Resulting Issuer, at a price of $0.65 for a period of 24 months following the date of the completion of the Reverse Take-Over.
The net proceeds from the Offering are intended to be used for sales and marketing, capital expenditures related to manufacturing of various technologies, acquisitions and general working capital purposes.
The Reverse Take-Over
Under the terms of the Definitive Agreement, it is proposed that Partner Jet and Volatus will amalgamate pursuant to the Business Corporations Act (Ontario) to form a new corporation called Volatus Aerospace Corp. (the “Resulting Issuer”) which will carry on the business of Volatus as its primary business while continuing to carry on the current business of Partner Jet as well.
Volatus currently holds 45.4% of the issued and outstanding shares of Partner Jet and is a vertically integrated unmanned aerial vehicle (“UAV”) service provider with activities across Canada. Volatus’ current head office is located in Pointe Claire, Quebec and the head office of the Resulting Issuer will be located in Oro-Medonte Township, Ontario.
Following the amalgamation, it is anticipated that (i) after the exchange of one share of the Resulting Issuer for each 2.95454 shares of Partner Jet, current shareholders of Partner Jet (other than Volatus) will own approximately 1.8% of the issued and outstanding shares of the Resulting Issuer (approximately 1.5% on a fully diluted basis), (ii) current shareholders of Volatus will hold approximately 76% of the issued and outstanding shares of the Resulting Issuer (approximately 61% on a fully diluted basis) and (iii) holders of $4,183,000 in convertible debentures issued by Volatus in April and May 2021 and the Subscription Receipts described above will collectively hold approximately 22.10% of the issued and outstanding shares of the Resulting Issuer (approximately 26.50% on a fully diluted basis). The Partner Jet shares currently held by Volatus will be cancelled as part of the amalgamation.
It is proposed that the directors and officers of the Resulting Issuer will be made up of:
- Glen Lynch – President, Chief Executive Officer and Director – Glen Lynch is currently the Chief Executive Officer and a Director of Volatus. He is a founding member of Volatus Aerospace and has over 39 years of aviation and aerospace experience including over 30 years as the chief executive officer of numerous aircraft operating and manufacturing companies. He is an Airline Transport Pilot with over 15,000 flight hours.
- Ian McDougall – Director – Ian McDougall is currently the Chair and a director of Volatus and Executive Vice Chair and a director of Partner Jet. He has over 40 years’ experience in the aviation industry, particularly as the chief executive of several commercial operating companies including Partner Jet, Learjet Canada and Flight Solutions and Services (FSS) Inc. A member of the Law Society of Upper Canada, Ian studied at Harvard Law School, Osgoode Hall Law School, and Simon Fraser University. He was the director of the joint Osgoode-Schulich JD/MBA Program from 1994-2006 and was the Lecturer on the Law of Corporate Governance and Advanced Corporate Finance from 1986-2004.
- Sam Ingram – Director – Sam Ingram is currently a director of Partner Jet. He has over thirty-five years of experience, primarily in the resource industry, having been the Chief Legal Officer to publicly listed energy and mining/process companies. He has also been a director and officer of limited partnerships and private joint venture companies, domestic and internationally. Sam is a member of the Law Society of Alberta.
- Gordon Silverman – Director – Gordon Silverman is currently a director of Volatus. He is an independent director with over 35 years of corporate experience including a former Director, President & CEO of Ivaco Inc., a leading North American producer of steel and fabricated steel products.
- Abhinav Singhvi – Chief Financial Officer – Abhinav Singhvi is currently the Chief Financial Officer of Volatus. He has over a decade of experience in tech startups, venture capital and Fortune 500 companies. He holds an MBA from Schulich School of Business in Toronto and is a Chartered Accountant. He is a Certified Financial Risk Manager (FRM) with a Diploma in International Financial Reporting (DipIFR).
- Luc Masse – Executive Vice President and Secretary – Luc Masse is currently Executive Vice President of Volatus and President, C.E.O. of Partner Jet. Luc has over 40 years of experience in aviation, working in organizations including Bombardier Aerospace, Skyservice Aviation and other operating and manufacturing companies. His background includes senior management roles in contracts, business development, sales support, marketing and strategic planning. He has held P&L responsibilities in numerous companies. Luc has a BComm in Marketing/Business Law.
- Robert Walker – Vice President, Business Development – Robert Walker is currently Vice President, Business Development of Volatus. He has over three decades of experience in business development and executive management. He holds a Bachelor of Commerce Hons., Marketing from the University of Manitoba, and Communication and Media Studies from the University of Winnipeg. He was a recipient of the Ernst & Young “Entrepreneur of the Year”, Regional Finalist, 2005 and the Manning Innovation Award, 2006.
The directors and officers of the Resulting Issuer are subject to TSX Venture Exchange approval.
The Reverse Take-over is considered a related party transaction for the purposes of applicable securities laws due to the ownership interest Volatus currently holds in Partner Jet. The amalgamation of Partner Jet and Volatus is subject to a number of conditions, including TSX Venture Exchange Approval, shareholder approval of both parties, including majority of the minority shareholder approval by Partner Jet shareholders.
Partner Jet shareholders will receive an information circular providing comprehensive details about the Reverse Take-over and the business of Volatus prior to a Partner Jet shareholder meeting that will be scheduled to consider the approval of the amalgamation.
The Definitive Agreement and, once issued, the Partner Jet information circular will be posted by Partner Jet at www.SEDAR.com.
About Partner Jet Corp.
Partner Jet Corp. is incorporated under the laws of Ontario and its shares are currently posted for trading on the TSX Venture Exchange (PJT:TSX-V). The Company, through its subsidiary Partner Jet Inc., carries on the business of a full-service aircraft management, private aircraft charter sales service provider capable of operating a wide range of corporate aircraft. The Company’s revenue is generated through aircraft management contracts, charter and sub-charter activities.
For more information regarding Partner Jet Corp., please contact:
Luc Masse, President & C.E.O.
Phone: (905) 676-0092 ext. 102
About Volatus Aerospace Corp.
Volatus Aerospace is a leading provider of integrated drone solutions. Operating a vast pilot network with offices throughout Canada, the United States, and South America, Volatus provides enterprise and industrial solutions, including training; equipment sales & support; imaging & inspection services; design & manufacture; and research & development. With a rapidly expanding network of strategic partnerships and acquisitions, Volatus is driving the full potential of UAV technologies worldwide and shaping tomorrow’s industry.
For more information regarding Volatus Aerospace Corp., please contact:
Abhinav Singhvi, CFO
Phone: (514)447-7986 ext. 92004
Neither the Exchange nor its Regulation Services Provider (as that term is defined in policies of the Exchange) accepts responsibility for the adequacy or accuracy of this release. The Exchange has in no way passed upon the merits of the transaction and has neither approved nor disapproved the content of this press release.
All information contained in this press release with respect to Partner Jet and Volatus was supplied by the parties respectively, for inclusion herein, without independent review by the other party, and each party and its directors and officers have relied on the other party for any information concerning the other party.
Completion of the transaction is subject to a number of conditions, including but not limited to, execution of a binding definitive agreement relating to the transaction, any required court approval, any required Partner Jet and Volatus shareholder approvals, completion of satisfactory due diligence, Exchange acceptance, receipt of requisite regulatory approvals, and if applicable pursuant to Exchange requirements, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required court and shareholder approvals, and any ancillary matters thereto, are obtained. There can be no assurance that the transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon.
This news release contains certain forward-looking statements that reflect the current views and/or expectations of management of Partner Jet and Volatus with respect to performance, business and future events, including but not limited to express or implied statements and assumptions regarding the intention of Partner Jet and Volatus to negotiate the transaction and to complete the transaction and the Offering. Forward-looking statements are based on the then-current expectations, beliefs, assumptions, estimates and forecasts about the business and the industry and markets in which Partner Jet and Volatus operate. Forward-looking statements are not guarantees of future performance and involve risks, uncertainties and assumptions which are difficult to predict. In particular, there is no guarantee that the parties will successfully fulfill the conditions set forth in the Definitive Agreement, complete the Reverse Take-Over, that the Subscription Receipts will convert into Units and be exchange for common shares and warrants of the Resulting Issuer or that Partner Jet and Volatus will each obtain any required shareholder or regulatory approvals, including the listing of the Resulting Issuer shares on the Exchange. Accordingly, readers should not place undue reliance on forward-looking statements and information, which are qualified in their entirety by this cautionary statement. Neither Partner Jet nor Volatus undertakes any obligation to release publicly any revisions for updating any voluntary forward-looking statements, except as required by applicable securities law.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the U.S. Securities Act or any state securities laws and may not be offered or sold within 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. Not for distribution to U.S. newswire services or for dissemination in the United States. Any failure to comply with this restriction may constitute a violation of U.S. securities laws.