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TORONTO, Dec. 22, 2021 (GLOBE NEWSWIRE) -- Volatus Aerospace Corp., formerly Partner Jet Corp. (TSXV: VOL) (the "Corporation") is pleased to announce that it has closed its previously announced business combination with a private company ("Target"), formerly known as Volatus Aerospace Corp. As previously announced on June 30, 2021, the Corporation and Target entered into an amalgamation agreement dated June 30, 2021 (the "Amalgamation Agreement") pursuant to which the parties agreed to a non-arm's length transaction resulting in the reverse takeover of the Corporation by the shareholders of the Target (the "Transaction"), which Transaction closed on December 22, 2021 (the "Effective Date").

The Transaction was approved by shareholders of the Corporation at the special meeting of shareholders held on December 14, 2021 (the "SGM"), and was subsequently effected by way of an amalgamation of the Corporation and the Target in accordance with the provisions of the Business Corporations Act (Ontario) (the "OBCA"), whereby, among other things, the Corporation issued an aggregate of 100,157,881 common shares of the Corporation ("Corporation Shares"), 412,376 preferred shares of the Corporation ("Corporation Preferred Shares") and 12,334,442 warrants of the Corporation in exchange for an equal number of common shares in the capital of the Target ("Target Common Shares"), an equal number of class A preferred shares of the Target ("Target Preferred Shares") and an equal number of common share purchase warrants of Target.

The Corporation intends to carry on the business of Target as its primary business while continuing to carry on the current business of the Corporation.

The parties to the Transaction expect to make a final submission to the TSX Venture Exchange ("TSXV") in connection with the TSXV's issuance of its listing bulletin. It is currently anticipated that the Corporation will be listed as a Tier 2 issuer on the TSXV and that (i) the Corporation Shares, and (ii) the Listed Warrants (as defined below) will commence trading on the TSXV under the trading symbol "VOL" and "VOL.W", respectively. A subsequent news release announcing the trading date will follow in due course.

Detailed information regarding the Corporation and the Transaction and other relevant information is available in the management information circular of the Corporation dated November 14, 2021 (the "Circular") which has been filed on the Corporation's SEDAR profile at .

In connection with the Transaction, the Corporation also announces that it has changed its corporate name from "Partner Jet Corp." to "Volatus Aerospace Corp.", effective December 22, 2021.

Board of Directors and Management

Following the close of the Transaction, the directors and officers of the Corporation consist of:

Escrowed Securities

On completion of the Transaction, certain Principals (as defined policies of the TSXV) of the Corporation holding an aggregate of 77,724,144 Corporation Shares, 412,376 Corporation Preferred Shares, and 3,750 common share purchase warrants of the Corporation (collectively, the "Escrowed Securities") are subject to a Tier 2 surplus securities escrow in accordance with TSXV Policy 5.4 Escrow, Vendor Consideration and Resale Restrictions ("Policy 5.4"). Pursuant to Policy 5.4, the Escrowed Securities will be released from escrow as follows:

Target Subscription Receipt Financing

On June 30, 2021, the Target completed a brokered private placement of subscription receipts (the "Subscription Receipts") pursuant to which an aggregate of 14,051,932 Subscription Receipts were issued at a price of $0.65 per Subscription Receipt for aggregate gross proceeds of $9,133,755.80 (the "Subscription Receipt Financing"). The Subscription Receipt Financing was led by Echelon Wealth Partners Inc., as lead agent and sole bookrunner, and included Cormark Securities Inc.

Immediately prior to the closing of the Transaction, each Subscription Receipt was automatically converted, without payment of additional consideration or further action by the holder thereof, into one unit of the Target (a "Unit"). Each Unit was comprised of one Target Common Share and one-half of one common share purchase warrant of the Target (each whole warrant, a "Target Receipt Warrant"). Each Target Receipt Warrant entitles the holder thereof to acquire one additional Target Common Share at an exercise price of $0.75 (the "Warrant Exercise Price") at any time prior to the date that is 24 months following the closing of the Transaction. Upon closing of the Transaction, the Target Common Shares and Target Receipt Warrants issued to the holders of the Subscription Receipts were automatically exchanged for an equal number of Corporation Shares and common share purchase warrants of the Corporation (the "Listed Warrants"). Each Listed Warrant is exercisable by the holder thereof to acquire one Corporation Share for the Warrant Exercise Price at any time prior to the date that is 24 months following the closing of the Transaction.

The Listed Warrants are expected to be listed for trading on the TSXV under the trading symbol "VOL.W". A subsequent news release announcing the trading date will follow in due course.

Incentive Plans

At the SGM, shareholders of the Corporation also voted to ratify and approve a new stock option plan and a new restricted share unit plan. A summary of each of the new plans can be found in the Circular, along with the full text of each new plan which is attached as a schedule thereto.

Early Warning Disclosure – Ian McDougall

Ian McDougall ("Mr. McDougall"), a holder of Corporation Shares through his 100% owned holding company Delta-Mike Inc. ("Delta-Mike"), and a holder of Corporation Preferred Shares through his 100% owned holding company Aligned Two Inc. (""Aligned") makes the following announcement in accordance with National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues ("NI 62-103").

Pursuant to the Transaction, Mr. McDougall acquired 38,461,667 Corporation Shares (the "McDougall Common Shares") through Delta-Mike, at a deemed price of $0.65 per share and 412,376 Corporation Preferred Shares (the "McDougall Preferred Shares"; together with the McDougall Common Shares, the "McDougall Shares") through Aligned. The acquisition by Mr. McDougall of the McDougall Shares occurred pursuant to the Amalgamation Agreement, wherein 38,461,667 Target Common Shares held by Mr. McDougall were exchanged for an equal number of Corporation Shares and 412,375 preferred shares in the capital of Target were exchange for an equal number of Corporation Preferred Shares (collectively, the "McDougall Acquisition").

Immediately prior to the closing of the Transaction, Mr. McDougall had control and direction over 4,123,760 common shares in Partner Jet Corp., pursuant to a written voting agreement between the Target, Aligned and Mr. McDougall.

Immediately after the closing of the Transaction, Mr. McDougall beneficially owns and has control and direction over an aggregate of 38,461,667 Corporation Shares, representing approximately 37.76% of the issued and outstanding Corporation Shares and 412,376 Corporation Preferred Shares, representing 100% of the issued and outstanding Corporation Preferred Shares.

The change in Mr. McDougall's security holding percentage is approximately 37.76% of the issued and outstanding Corporation Shares and 100% of the issued and outstanding Corporation Preferred Shares.

Mr. McDougall completed the McDougall Acquisition for investment purposes. Mr. McDougall will review his holdings in the Corporation on a continuing basis and may from time to time and at any time, in his sole discretion, acquire or cause to be acquired additional equity or debt securities or other instruments of the Corporation, or dispose or cause to be disposed such equity or debt securities or instruments, through open market transactions, private placements by the Corporation and other privately negotiated transactions, or otherwise, in each case in accordance with his obligations to the Corporation pursuant to applicable securities laws.

An early warning report will be filed under the Corporation's profile on the SEDAR website at . A copy of the early warning report can also be obtained from Luc Masse (514-889-9307).

Early Warning Disclosure – Glen Lynch

Glen Lynch ("Mr. Lynch"), a shareholder of the Corporation, makes the following announcement in accordance with NI 62-103.

Pursuant to the Transaction, Mr. Lynch acquired 38,461,667 Corporation Shares (the "Lynch Shares") at a deemed price of $0.65 per share. The acquisition by Mr. Lynch of the Lynch Shares occurred pursuant to the Amalgamation Agreement, wherein 38,461,667 Target Common Shares held by Mr. Lynch were exchanged for an equal number of Corporation Shares (the "Lynch Acquisition").

Immediately prior to the closing of the Transaction, Mr. Lynch beneficially owned and had control and direction over nil common shares in Partner Jet Corp.

Immediately after the closing of the Transaction, Mr. Lynch beneficially owns and has control and direction over an aggregate of 38,461,667 Corporation Shares, representing approximately 37.76% of the issued and outstanding Corporation Shares.

The change in Mr. Lynch's securityholding percentage is approximately 37.76% of the issued and outstanding Corporation Shares.

Mr. Lynch completed the Lynch Acquisition for investment purposes. Mr. Lynch will review his holdings in the Corporation on a continuing basis and may from time to time and at any time, in his sole discretion, acquire or cause to be acquired additional equity or debt securities or other instruments of the Corporation, or dispose or cause to be disposed such equity or debt securities or instruments, through open market transactions, private placements by the Corporation and other privately negotiated transactions, or otherwise, in each case in accordance with his obligations to the Corporation pursuant to applicable securities laws.

An early warning report will be filed under the Corporation's profile on the SEDAR website at . A copy of the early warning report can also be obtained from Luc Masse (514-889-9307).

About Volatus Aerospace Corp.

The Corporation is incorporated under the laws of Ontario. The Corporation is a leading provider of integrated drone solutions. Operating a vast pilot network with offices throughout Canada, the United States, and South America, the Corporation provides enterprise and industrial solutions including training; equipment sales and support; imaging and inspection services; design and manufacture; and research and development. With a rapidly expanding network of strategic partnerships and acquisitions, the Corporation is driving the full potential of UAV technologies around the world and shaping the industry of tomorrow. Additionally, the Corporation, 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.

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The TSXV has not in any way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this news release.

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 release.

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 United States Securities Act of 1933, as amended (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.

Cautionary Statement Regarding Forward Looking Information

This news release contains statements which constitute "forward-looking information" within the meaning of applicable securities laws, including statements regarding the plans, intentions, beliefs and current expectations of the Corporation with respect to future business activities and operating performance.

Often, but not always, forward-looking information 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 forgoing) be taken, occur, be achieved, or come to pass. Forward-looking information includes information regarding: (i) the business plans and expectations of the Corporation; 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 Corporation 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 Corporation, 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 reflects the Corporation'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 Corporation; meeting the continued listing requirements of the TSXV; and anticipated and unanticipated costs and other factors referenced in this news release and the Circular, including, but not limited to, those set forth in the Circular under the caption "Risk Factors". Although the Corporation 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. Forward-looking information contained herein is made as of the date of this news release and, other than as required by law, the Corporation 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.