Volato Group to Acquire M2i Global, Creating Dual-Platform Growth Company Focused on Critical Minerals Infrastructure and Aviation Software

Rhea-AI Summary

M2i Global (OTCQB: MTWO) has signed a non-binding term sheet to be acquired by Volato Group (NYSE American: SOAR), creating a dual-platform company focused on critical minerals infrastructure and aviation software. Under the agreement, M2i Global will own 90% of Volato Group's shares, while current Volato shareholders will retain 10%. The deal will provide M2i Global with NYSE American listing access. Post-acquisition, Matt Liotta will step down as Volato Group CEO to lead aviation technology, while Maj Gen (Ret) Alberto Rosende will become CEO. M2i Global brings significant partnerships including a $850M copper offtake agreement and collaborations in battery technology. Volato Group contributes strong financials with Q1 2025 revenue of $25.5M and expanding aviation software platforms. The merger aims to address U.S. mineral independence while maintaining growth in aviation technology services.

Positive

• M2i Global gains access to NYSE American listing, enhancing capital access and public equity currency
• Significant copper offtake agreement valued at $850 million with NT Minerals Limited
• Volato Group shows strong financial performance with Q1 2025 revenue of $25.5M and positive net income
• Strategic partnerships in place for battery technology and critical minerals development
• Diversification of revenue streams through dual-platform business model
• Volato's Q2 2025 projected revenue of $24-26M with expected net income of $2-3M

Negative

• Significant ownership dilution for current Volato Group shareholders, retaining only 10% ownership
• Leadership transition risks with CEO change and reorganization
• Transaction subject to multiple conditions including shareholder approvals and due diligence
• Deal structure includes $10 million debt/liability cap limitation

Transaction expands public market access, aligns with U.S. mineral independence strategy, and accelerates growth of high-value platforms

Atlanta, GA and Reno, NV, June 12, 2025 (GLOBE NEWSWIRE) -- M2i Global, Inc. (“M2i Global,” the “Company,” “we,” “our” or “us”) (OTCQB: MTWO), a company specializing in the development and execution of a complete global value supply chain for critical minerals, is pleased to announce its signing of a non-binding term sheet to be acquired by Volato Group, Inc. (NYSE American: SOAR), a technology-first aviation company advancing the industry with innovative solutions in aviation software and on-demand flight access.

Volato Group will expand as a diversified industrial provider serving varying industries, from aviation technology and software to global value supply chain for critical minerals.

Upon completion of the acquisition, M2i Global will receive common shares of Volato Group stock such that M2i Global will own approximately 90% of the total issued and outstanding shares of common stock of Volato Group on an as-converted and fully diluted basis (excluding any outstanding public warrants for SOAR common stock) and the current shareholders of Volato Group will own approximately 10% of the total issued and outstanding shares of SOAR common stock on an as-converted and fully diluted basis (excluding any outstanding public warrants for SOAR common stock). Based on current market prices, this structure represents an increase in value for SOAR shareholders while aligning MTWO with an NYSE American listing and public equity currency.

At the closing, Matt Liotta will resign as Chief Executive Officer of Volato Group and be appointed as president of the aviation technology business lines of SOAR consolidated in the reorganization as part of the transaction, and Maj Gen (Ret) Alberto Rosende will become the Chief Executive Officer of Volato Group. Mark Heinen shall remain as Chief Financial Officer of Volato Group.

M2i Global’s ecosystem provides partners with access to turnkey solutions, facilitating expanded business opportunities, securing offtake agreements, influencing strategic government policy, and engaging with aligned NGOs and trusted laboratories. M2i Global specializes in the development and execution of a complete global value supply chain for critical minerals, including the creation of a U.S. Strategic Mineral Reserve, a Public/Private/Partnership to collaborate with the U.S. government.

M2i Global Highlights:

• Joint Venture with Reforme Group, an Australian mining services, infrastructure, recycling, and renewables company, known for its specialized expertise in developing green and brownfield mining projects.
• Exclusive offtake agreement with NT Minerals Limited for 88,000 tonnes of copper, which is currently valued at $850 million based on today’s price of approx. $9,600 per ton of copper.
• Partnership with Regenerate Technology Global aimed at transforming battery technology and the recycling of battery metals.
• Collaboration agreement with Next-Gen Energy Technology that will accelerate Next-Gen’s plans to establish the first lithium (NCA) cathode materials manufacturing plant outside of China.

Volato Group Highlights:

• Expanding multi-channel business model of aircraft transactions, aviation software, travel subscriptions, operator partnerships and a new aircraft monetization initiative
• Q1 2025 revenue of $25.5 million and $0.5 million in net income from continuing operations and strength of its aircraft trading program
• Expected Q2 2025 revenue between $24 million and $26 million, and net income of $2 million to $3 million
• Projected 2025 full year profitability
• Vaunt ramped its support to over 110 aircraft through an expanding network of premium operators
• Vaunt product enhancement includes the ability to book commercial flights and hotels alongside private flights
• Renewed focus on proprietary software
  

Strategic Rationale

This combination creates a dual-platform public company focused on two high-value verticals:

• Critical Minerals Infrastructure: Led by M2i Global, addressing U.S. national priorities in mineral independence and industrial security.
• Aviation Software & Travel Platforms: Including Vaunt, Mission Control, and an Opportunity Zone fund vehicle, led by Volato’s CEO Matt Liotta, who will remain with the combined company as President of these lines.

Together, these businesses offer differentiated revenue streams, a diversified capital base, and unique optionality in both federal and commercial markets.

Major General (Retd) Alberto Rosende, Chief Executive Officer of M2i Global, stated, “We have been impressed with the financial controls, disciplines and strategy of Volato Group over the past several months. Their team has greatly improved its balance sheet and business positioning in order to build shareholder value. We look forward to now being part of the overall strategy to continue to enhance shareholder value.”

Rosende, continued, “Combining with Volato Group aligns perfectly with our goals. Leveraging a NYSE American listing would enable M2i Global to establish new strategic relationships and utilize a public currency to drive growth and acquire complementary businesses. Volato Group and its current CEO Matt Liotta have demonstrated their technology expertise with their development and enhancements of Vaunt, a fast-scaling experiential travel platform. Their technology proficiency, specifically in proprietary software and blockchain, is very complementary to our planned initiative in tracking and tracing of minerals. The importance of transparency from the original source is a critical component to our critical minerals and metals platform and we look forward to Matt and his team helping us achieve our goals. M2i Global has identified and cultivated several complementary and accretive partnerships and acquisitions that we feel confident pushing forward and closing as part of a NYSE American listed company.”

Matt Liotta, Chief Executive Officer of Volato Group, commented, “M2i Global is led by a team that has had success in the public markets and now plans to leverage the opportunities that exist within the U.S Government and the private sector to improve the U.S.’s critical mineral independence. This deal lets Volato shareholders participate in a national-scale growth story in minerals and infrastructure, while continuing to grow our platform businesses, Vaunt, Mission Control, and our new Opportunity Zone fund, with aligned capital and leadership continuity. I have been amazed with the high-quality people at and around M2i, such as the recent appointments of former President Trump appointee Peter O’Rourke and former White House CISO and Senior Trump administration official Camilo Sandoval as Senior Advisors.”

Doug Cole, Executive Chairman of M2i Global, commented, “The need for U.S. production and processing of critical minerals has been front and center news over the past few months, highlighted by China’s export bans and restrictions on antimony, graphite, gallium, germanium, tungsten, molybdenum and others. The recent 2025 Executive Orders and the moves that our team has solidified over the past two years has positioned us to meet the need of assured access for the U.S. and its partners to critical minerals and metals. The missing piece to our puzzle was a national exchange listing to better equip us to access capital and utilize a public currency. We are thrilled with the potential of this transaction with Volato Group.”

M2i Global is led by Executive Chairman Doug Cole, who previously led the pivot/turnaround at American Battery Technology by securing lithium land assets in Nevada, bringing in ex-Tesla personnel and ultimately building a lithium-ion battery metal recycling facility, which all led to a run from $20M to $2B market cap valuation. Many of the same key people are involved in M2i Global, including Banner Public Affairs’ Senator Jim Talent (Energy and Armed Services Committee) and Jesse Appleton, who were responsible for much of the Electric Vehicle and Battery legislation in the Bipartisan Infrastructure Law signed into law in November 2021. American Battery Technology has been allocated U.S. government grants totaling $400 million.

M2i Global Chief Executive Officer is Maj Gen (Ret) Alberto Rosende, a results-focused and transformational senior leader. He has over 37 years of command and operational experience in the Army, and 30 years of experience in the global payments industry, where he worked for two of the largest global payment brands, consulting directly with client banks and payment processors in the Latin America and Caribbean Region.

Terms of the Transaction

A business combination between MTWO and SOAR pursuant to which (a) SOAR will acquire 100% of the outstanding equity and equity equivalents of MTWO (including options, warrants or other securities that have the right to acquire or convert into equity securities of MTWO – which shall be fully converted/exercised prior to the closing of the Proposed Transaction (“Closing”)), in exchange for the consideration described below (in whatever form as agreed by the parties, whether merger, consolidation, share exchange, asset purchase or otherwise, the “Acquisition”); and (b) SOAR consolidates its software (Vaunt subsidiary and Mission Control) and opportunity zone private equity fund business and related intellectual property (including patent applications) into one operating subsidiary or division, with management control by Matt Liotta, with the understanding that agreement on a sufficient budget to support growth of the business will be a condition to entering into definitive agreements, in anticipation of a future sales or spin out into a public company (the “Reorganization,” and collectively with the Acquisition, the “Proposed Transaction”). The deal structure of the Acquisition is expected to a be a reverse triangular merger between MTWO and a wholly-owned subsidiary of SOAR, with MTWO being the surviving company; however, the final deal structure will be determined by the parties based on the due diligence findings as well as business, legal, tax, accounting and other considerations, including the requirements of any U.S. or other applicable securities exchange.

MTWO will receive a controlling interest in SOAR as consideration for the Acquisition. Specifically, upon completion of the Acquisition, MTWO will receive common shares of SOAR stock such that MTWO will own approximately 90% of the total issued and outstanding shares of common stock of SOAR on an as-converted and fully diluted basis (excluding any outstanding public warrants for SOAR common stock) and the current shareholders of SOAR will own approximately 10% of the total issued and outstanding shares of SOAR common stock on an as-converted and fully diluted basis (excluding any outstanding public warrants for SOAR common stock). The parties agree that the definitive agreements will include a $10 million debt/liability cap.

SOAR and MTWO, after execution of the definitive agreements, shall use commercially reasonable efforts to begin as soon to prepare and file with the SEC a registration statement on Form S-4, or other applicable form, and the ordinary share of SOAR shall be approved for listing on the NYSE American (“NYSE American”) or another U.S. national securities exchange agreed to by the parties (as applicable, the “Stock Exchange”).

The board will satisfy the listing requirements of the Stock Exchange. The post transaction board shall be comprised of 7 qualified candidates of which 6 will be identified by MTWO and the final board member shall be Matt Liotta (as a Class I board appointee), who are elected by the shareholders of SOAR as part of the special meeting of SOAR shareholders. At the Closing, Matt Liotta will resign as Chief Executive Officer of SOAR and be appointed as president of the business lines consolidated in the Reorganization, and Maj Gen (Ret) Alberto Rosende will become the Chief Executive Officer of SOAR. Mark Heinen shall remain as Chief Financial Officer of the combined companies.

MTWO shall retain certain key management and core employees in their current positions and at their current salaries. MTWO and SOAR will mutually agree upon amendments to officer employment agreements to include retention payments to induce such officers to remain with the MTWO post- Proposed Transaction. Such retention payments shall be in lieu of any payments due to such officers on a change of control pursuant to their officer employment agreements.

The obligations of the parties will be subject to execution of the Acquisition Agreement containing terms and conditions satisfactory to MTWO and SOAR. The execution of the Acquisition Agreement would also be subject to completion of confirmatory due diligence by MTWO and SOAR. The Acquisition Agreement will contain representations, warranties, covenants and closing conditions customary for SOAR transactions.

In connection with the Acquisition Agreement, MTWO management and SOAR management will be required to participate in roadshow presentations to help with the financing commitment efforts and share recycling efforts, and generally make themselves available to assist each other in such efforts.

The completion of the Proposed Transaction is subject to the following conditions:

• Review and approval of all current financial statements, liability and assets schedule of SOAR and MTWO.
• Satisfactory due diligence to be conducted by MTWO’s advisory, banking and legal teams.
• Approval of the Proposed Transaction by the boards of directors of both MTWO and SOAR.
• Approval of the Proposed Transaction by the shareholders of both MTWO and SOAR.
• Compliance with all applicable laws and regulations.
  

Advisors

A.G.P./Alliance Global Partners is serving as financial advisor to M2i Global, Inc. and Curvature Securities, LLC is serving as financial advisor to Volato Group, Inc.

About Volato Group, Inc. (NYSE American: SOAR)

Volato is a technology-first aviation company advancing the industry with innovative solutions in aviation software and on-demand flight access. Volato’s proprietary Mission Control software drives efficiency across operations and supports operators in managing fractional ownership, charter, and other services. Volato’s Vaunt platform connects travelers with available private flights, offering a flexible option for on-demand travel. With a commitment to advanced technology and customer-focused solutions, Volato is building scalable tools to elevate service quality and operational effectiveness in private aviation.

For more information, please visit: https://flyvolato.com

About M2i Global, Inc. (OTCQB: MTWO)

M2i Global, Inc., through its subsidiary U.S. Minerals and Metals Corp., provides engineering, research, and services that integrate people, technology, and solutions from across sectors to ensure access to critical minerals and metals for national defense and economic security. The Company aims to establish a Strategic Mineral Reserve in partnership with the U.S. Federal Government, creating a resilient supply chain that addresses the global shortage of essential minerals and metals.

For more information, please visit www.m2i.global 

FORWARD-LOOKING STATEMENTS:

This press release contains "forward-looking statements." Such statements may be preceded by the words "intends," "may," "will," "plans," "expects," "anticipates," "projects," "predicts," "estimates," "aims," "believes," "hopes," "potential," or similar words. Forward-looking statements are not guarantees of future performance, are based on certain assumptions and are subject to various known and unknown risks and uncertainties, many of which are beyond the Company's control, and cannot be predicted or quantified and consequently, actual results may differ materially from those expressed or implied by such forward-looking statements. More detailed information about the Company and the risk factors that may affect the realization of forward-looking statements is set forth in the Company's filings with the Securities and Exchange Commission ("SEC"), including the Company's most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. Investors and security holders are urged to read these documents free of charge on the SEC's website at www.sec.gov.

All forward-looking statements speak only as of the date on which they are made. The Company undertakes no obligation to update any forward-looking statement or statements to reflect events or circumstances after the date on which such statement was made, except to the extent required by applicable securities laws.

Investor Contacts:
IR@M2icorp.com

FAQ

What is the ownership structure of the Volato Group and M2i Global merger?

M2i Global will own 90% of Volato Group's shares, while current Volato Group shareholders will retain 10% ownership after the merger completion.

What are the financial highlights of Volato Group (SOAR) in Q1 2025?

Volato Group reported Q1 2025 revenue of $25.5 million and $0.5 million in net income from continuing operations, with projected Q2 2025 revenue between $24-26 million.

Who will lead the combined company after the M2i Global and Volato Group merger?

Major General (Ret) Alberto Rosende will become CEO of the combined company, while current Volato CEO Matt Liotta will transition to president of the aviation technology business lines.

What is the value of M2i Global's copper offtake agreement with NT Minerals?

M2i Global has an exclusive offtake agreement with NT Minerals Limited for 88,000 tonnes of copper, valued at $850 million based on current copper prices of $9,600 per ton.

What are the main conditions for the Volato Group and M2i Global merger completion?

The merger requires board and shareholder approval from both companies, satisfactory due diligence, review of financial statements, and compliance with applicable laws and regulations.