FLT Volatus Aerospace Inc

VAUGHAN, ON, Aug. 19, 2024 /CNW/ - Drone Delivery Canada Corp. ("Drone Delivery Canada" or "DDC") (TSXV: FLT) (OTCQX: TAKOF) (Frankfurt: A3DP5Y) (Frankfurt: ABBA.F) announces that a quorum was not present today at its annual general and special meeting (the "Meeting") of shareholders of DDC ("DDC Shareholders"). The amended and restated articles of DDC (the "DDC Articles") provide that if, within one-half hour from the time set for a meeting of shareholders, a quorum is not present, then such meeting stands adjourned to the same day in the next week at the same time and place, or at such other date, time or location as the chair specifies in the adjournment. Accordingly, the Meeting has been adjourned until 1:00 p.m. (Toronto time) on Monday, August 26, 2024, to be held in-person at the offices of Bennett Jones LLP, 100 King St. West Suite 3400, Toronto, ON M5X 1A4.

The Meeting will be held for the following purposes:

1. TO CONSIDER and, if deemed advisable, to pass, with or without variation, an ordinary resolution (the "DDC Transaction Resolution"), the full text of which is set forth in Schedule A to the joint management information circular of DDC and Volatus Aerospace Corp. ("Volatus") dated July 12, 2024 (the "Information Circular"), 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 in exchange for DDC common shares (the "Transaction") as contemplated by that 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, a copy of which is available on DDC's profile at www.sedarplus.ca, as more particularly described in the Information Circular;
2. TO RECEIVE and consider the audited financial statements of DDC together with the auditor's report thereon for the year ended December 31, 2023 and December 31, 2022;
3. TO APPOINT the independent auditor of DDC for the ensuing year and to authorize the directors to fix the remuneration to be paid to the auditor;
4. TO SET the number of directors to hold office for the ensuing year at four (4) and, subject to and conditional on completion of the Transaction, to set the number of directors of DDC as it exists immediately following the completion of the Transaction (the "Combined Company") at five (5) for the ensuing year, as more particularly described in the Information Circular;
5. TO ELECT directors to hold office for the ensuing year and, subject to and conditional on the completion of the Transaction, to elect directors for the Combined Company for the ensuing year, as more particularly described in the Information Circular;
6. TO CONSIDER, and if deemed appropriate approve and confirm the stock option plan of DDC;
7. TO CONSIDER, and if deemed appropriate approve and confirm the equity incentive plan of DDC, subject to and conditional on the completion of the Transaction;
8. TO CONSIDER and, if deemed appropriate, pass, with or without variation, a special resolution approving the alteration to the DDC Articles to change the quorum for the transaction of business at meetings of DDC Shareholders; and
9. TO TRANSACT such further or other business as may properly come before the Meeting and any adjournments or postponements thereof.

A shareholder wishing to vote by proxy at the Meeting must ensure that their duly executed form of proxy is received by DDC's transfer agent and registrar, Computershare Investor Services Inc., by mail: 100 University Avenue, 8th Floor, Toronto, Ontario M5J 2Y1, or online at www.investorvote.com (using the 15-digit control number on the enclosed form of proxy) by no later than 1:00 p.m. (Toronto time) on Thursday, August 22, 2024, to be effective.

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 22, 2024.

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 Information Circular and related proxy materials in respect of the Meeting.

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

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 and expected timing of the Meeting. 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.