Volatus Aerospace Corp. (TSXV: VOL) (OTCQB: VLTTF) (“Volatus” or “the Company”) announced today that it has signed an arm’s length definitive agreement to acquire Sky Scape Industries, LLC., a New Jersey based company providing airborne intelligence data services.
Founded in 2014, Sky Scape Industries uses remote sensing techniques to provide comprehensive inspection services including facility, structural, line, and right of way for power utilities, emergency response for oil and gas, and façade inspection services for property management. The company utilizes crewed and uncrewed aircraft and has operated nationwide in over 24 states.
“Glen Lynch, CEO of Volatus Aerospace Corp. commented, “the addition of Sky Scape brings significant opportunity for margin improvement through synergies with our existing business units. It further expands our service offering and continues growth in core sectors including power utilities, oil and gas, and façade inspection.”
“Joining Volatus provides Sky Scape with the resources needed to fully leverage and expand its customer relationships,” said David Yoel, CEO of Sky Scape. “The extensive Volatus pilot network, existing fleet of crewed aircraft, helicopters, and drones enhances Sky Scape’s offering, and their expansive sales team will help drive our 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 approximately C$422,500 (US$310,000) in the form of newly issued common shares of Volatus Aerospace Corp. The number of VOL shares to be issued will be based on the share price at closing or the prior 30-day VWAP, whichever is higher. Volatus shall have the option to make the first payment 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 the form of additional Volatus shares issued on the share price of C$0.65 or the prior 30-day VWAP, whichever is higher. This payment is conditional on Sky Scape retaining approximately C$1M of inspections already contracted for 2024.
This announcement is in line with the Company’s objectives to continue expansion in the US Market as well as growing its presence in large scale aerial intelligence services for oil and gas, power utilities, rail, construction, engineering, and inspection industries.
The acquisition of Sky Scape Industries is anticipated to close on March 31st or such other agreed date conditional on satisfactory completion of due diligence, approval of the respective Board of Directors, key clients, and regulatory approval of the TSX Venture Exchange.
About Volatus Aerospace:
Volatus Aerospace Corp. is a leading provider of integrated drone solutions throughout North America and growing into Latin America and globally. Volatus serves civil, public safety, and defense markets with imaging and inspection, security and surveillance, equipment sales and support, training, as well as R&D, design, and manufacturing. Through our subsidiary, Volatus Aviation, we are introducing green and innovative drone solutions to supplement and replace traditional aircraft and helicopters for long-linear inspections such as pipeline, energy, rail, and cargo services. Volatus is committed to carbon neutrality; the fostering of a safe, equitable and inclusive workplace; and responsible governance.
Non-IFRS Measures
This news release includes certain terms or performance measures that are not defined under International Financial Reporting Standards (“IFRS”), such as “annual recurring revenue” (“ARR”) and gross margin. ARR used in this news release refers to annual revenue generated from multi-year contracts and the Company derives gross margin by subtracting costs of goods sold from total revenue and dividing such number by total revenue. ARR and gross margin are not recognized, defined or standardized under IFRS and accordingly, the Company’s definition of ARR may differ from definitions used by other companies and therefore comparability may be limited. ARR should not be considered a substitute for or considered in isolation from measures prepared in accordance with IFRS.
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, but is not limited to: (i) the business plans and expectations of the Company; (ii) the closing of the proposed Transaction and timing thereof; (iii) expectations related to the Transaction and anticipated benefits thereof, (iv) opportunities for significant gross margin improvement and other anticipated 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 available competitive, financial, and economic data and operating plans, strategies, or beliefs of management of the Company 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 are 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: the completion of the Transaction and timing of completion; satisfaction of all closing conditions to the Transaction; the anticipated benefits of the Transaction to the Company; TSX Venture Exchange approval of the Transaction; and anticipated and unanticipated costs and other factors referenced in this news release, and including, but not limited to, those factors set forth in the Company’s Annual Information Form under the section “Risk Factors”. 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 TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.
Source: Volatus Aerospace Corp.
TSXV: VOL
Contact Details
Volatus Aerospace Corp
Rob Walker
+1 514-447-7986
rob.walker@volatusaerospace.com
