FLT Volatus Aerospace Inc

VAUGHAN, ON, Aug. 12, 2024 /CNW/ - Drone Delivery Canada Corp. ("Drone Delivery Canada" or "DDC") (TSXV: FLT) (OTCQX: TAKOF) (Frankfurt: A3DP5Y) (Frankfurt: ABBA.F), is pleased to announce that Institutional Shareholder Services Inc. ("ISS"), a leading independent proxy advisory firm, has recommended that holders (the "DDC Shareholders") of common shares in the capital of DDC ("DDC Common Shares") and variable voting shares in the capital of DDC vote FOR the ordinary resolution (the "DDC Transaction Resolution") approving the issuance by DDC of up to such number of DDC Common Shares as may be required to be issued in connection with the acquisition by DDC of all of the issued and outstanding common shares in the capital of Volatus Aerospace Corp. ("Volatus") by way of a proposed plan of arrangement under Section 182 of the Business Corporations Act (Ontario) (the "Transaction") as contemplated by the business combination agreement between DDC and Volatus dated as of May 20, 2024, as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms.

Upon closing of the Transaction, DDC and Volatus have agreed that the combined company will continue under the name "Volatus Aerospace Inc." rather than "Volatus Aerospace Corp. as previously disclosed.

By joining forces, Volatus and DDC plan to immediately begin commercialization efforts, which is intended to enhance shareholder value by forging a robust, financially sound enterprise focused on immediate and long-term revenue with a clear path to sustainable growth and market leadership.

ISS is a leading independent corporate governance analysis and proxy advisory firm that provides proxy voting recommendations to institutional shareholders. The independent recommendation of ISS is intended to assist its shareholder subscribers in making choices regarding proxy voting decisions. ISS made its independent recommendation after carefully reviewing the facts regarding the DDC Transaction Resolution.

"The endorsement from ISS underscores the value and benefits of the proposed Transaction. This recommendation validates our belief that this Transaction is in the best interests of DDC and our stakeholders," said Steve Magirias, Chief Executive Officer of DDC.

DDC Board Recommendation

The board of directors of DDC unanimously recommends that DDC Shareholders vote FOR the DDC Transaction Resolution.

Full details of the proposed Transaction and voting instructions are set out in the joint management information circular of DDC and Volatus dated July 12, 2024 (the "Information Circular") and related proxy materials in respect of the annual general and special meeting of DDC Shareholders (the "DDC Meeting").

The Information Circular, and the form of proxy or voting information form, as applicable, in connection with the Transaction and the DDC Meeting are available on DDC's website at: https://dronedeliverycanada.com/investors/ and under DDC's SEDAR+ profile on www.sedarplus.ca.

Vote Today

DDC Shareholders are encouraged to read the Information Circular and vote well in advance of the proxy deadline of 1:00 p.m. (Toronto time) on Thursday, August 15, 2024.

Annual General and Special Meeting Details

DDC will hold the DDC Meeting in-person at the offices of Bennett Jones LLP, 100 King St W Suite 3400, Toronto, ON M5X 1A4 on August 19, 2024 at 1:00 p.m. (Toronto time).

Securityholder Questions and Assistance

DDC Shareholders who have questions or require assistance with voting may contact Carson Proxy, DDC's proxy solicitation agent:

About DDC

DDC, based in Vaughan, Ontario, is a leader in the drone logistics sector, recognized for its advanced operational capabilities and extensive experience in managing complex drone operations. Having completed more than remotely operated 7,000 flights, the company is expanding its offering to manage the operation of remotely piloted aircraft in both the cargo and drone service sectors globally.

Forward Looking Statements

This news release contains "forward-looking statements" and "forward-looking information" within the meaning of Canadian securities laws, including statements relating to the Transaction, including in respect of the impact of the Transaction and DDC's expectations regarding the value and benefits of the proposed Transaction. All information that is not clearly historical in nature may constitute forward-looking statements. In some cases, forward-looking statements may be identified by the use of terms such as "forecast", "projected", "assumption" and other similar expressions or future or conditional terms such as "anticipate", "believe", "could", "estimate", "expect", "intend", "may", "plan", "predict", "project", "will", "would", and "should". Forward-looking statements contained in this news release are based on certain factors and assumptions made by management of DDC based on their current expectations, estimates, projections, assumptions and beliefs regarding their business and DDC does not provide any assurance that actual results will meet management's expectations. While management considers these assumptions to be reasonable based on information currently available to them, they may prove to be incorrect. Such forward-looking statements are not guarantees of future events or performance and by their nature involve known and unknown risks, uncertainties and other factors, including those risks described in the Information Circular and DDC's management's discussion and analysis for the year ended December 31, 2023 (both of which are filed under DDC's SEDAR+ profile on www.sedarplus.ca), that may cause the actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward- looking statements. Although DDC has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, other factors may cause actions, events or results to be different than anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate as actual results and future events could vary or differ materially from those anticipated in such forward-looking statements. Accordingly, readers should not place undue reliance on forward-looking information. DDC does not undertake to update any forward-looking information, whether as a result of new information or future events or otherwise, except as may be required by applicable securities laws.

SOURCE Drone Delivery Canada Corp.