Volatus Aerospace Acquires Strategic Dual-Use UAS Technology to Support Canada’s Sovereign Capability and Allied Defense Requirements Worldwide

Rhea-AI Summary

Volatus Aerospace (OTCQB:TAKOF) announced it will acquire a suite of advanced RPAS technologies from UK-based Caliburn for CA$2,000,000 to be paid in 2,631,579 FLT common shares (15-day VWAP $0.76). Closing is subject to board and regulatory approvals and is expected on or about November 1, 2025.

The assets include three scalable fixed-wing UAS (MTOW 100–265kg), payload capacity 15–50kg and endurance from 12 hours up to 7 days. Production, testing and integration are planned at Volatus’ Mirabel manufacturing centre; the UK engineering team will relocate to Mirabel. Half the shares have a 4‑month hold and half a 24‑month hold; RSU milestones tied to technical and revenue targets were also agreed.

Positive

• Acquisition price CA$2,000,000 paid in stock preserves company cash
• Adds three scalable UAS designs (MTOW 100–265kg) to product portfolio
• Platforms support payloads 15–50kg with endurance up to 7 days
• Manufacturing and integration at Mirabel strengthens Canadian sovereign capacity
• UK engineering team relocating to Mirabel to lead production and certification

Negative

• Issuance of 2,631,579 FLT shares will dilute existing shareholders
• Closing is subject to board and regulatory approvals, creating execution risk
• Performance-based RSUs add future equity-based compensation if milestones met

• Acquisition includes advanced suite of highly modular dual-use defense assets with near-term commercialization potential
• Synergistic with the Company’s new Mirabel Innovation and Manufacturing Centre announced October 21, 2025
• This adds a line of multiple mass producible strategic UAS to Volatus’s in-house product portfolio
  

MIRABEL, Quebec, Oct. 27, 2025 (GLOBE NEWSWIRE) -- Volatus Aerospace Inc. (TSXV: FLT; OTCQB: TAKOF; Frankfurt: A3DP5Y/ABB.F) (“Volatus” or the “Company”), a Canadian leader in aerial intelligence and unmanned aircraft systems, is pleased to announce the acquisition of a suite of advanced RPAS (Remotely Piloted Aircraft Systems) technologies from Caliburn Holdings LLP., a UK-based aerospace engineering firm. The acquisition marks a major step forward in strengthening Canada’s sovereign aerospace and defense manufacturing capacity.

The Purchase Price will be two million Canadian dollars (CA$2,000,000.00) (“Purchase Price”). The Purchase Price will be paid in the form of Volatus Common Shares (“FLT Shares”). The Company will be issuing 2,631,579 common shares based on the 15-day volume weighted average price (VWAP) ($0.76) on the date of signing of the definitive agreement.  One half of the FLT Shares (1,315,790) to be issued shall have the customary no-trade hold period of 4 months from the date of issuance and the other half of the FLT Shares (1,315,790) to be issued will have a no-trade hold period of 24 months from the date of issuance. The closing is subject to Board and regulatory approvals.

Separately, the Company has entered into performance-based bonus agreements with new employees transitioning from Caliburn to Volatus based on issuance of RSUs against seven distinct technical and revenue linked milestones in compliance with the equity incentive plan and subject to the Board approval.

Strategic Rationale

The acquisition delivers complete aircraft designs, validated flight-test data, detailed engineering documentation, and assets that form the foundation for a new generation of long-endurance, fixed-wing uncrewed aircraft systems to be manufactured and integrated in Canada. These aircraft are designed to meet operational needs across defense, public security, and critical infrastructure sectors.

At the heart of the acquisition are three scalable UAS platforms ranging in maximum takeoff weight from 100kg to 265kg. The aircraft are capable of carrying or integrating sensors and payloads from 15kg to 50kg; and flight endurance will be from 12 hours per mission to up to 7 days of continuous flight.

These strategic, multi-mission, ultra-long endurance UAS can cover the spectrum for border security, persistent surveillance arctic and maritime patrol, and critical infrastructure right-of-way inspection. The aircraft are modular enough to fulfil major military UAS role, individually and in squadron.

All platforms will be manufactured and integrated at Volatus Innovation and Drone Manufacturing Facility recently launched within YMX Innovation , a newly established national centre of excellence for advanced aerospace systems and the cornerstone of Volatus’ Made-in-Canada strategy, located at YMX International Aerocity of Mirabel. The facility will serve as the primary site for production, integration, and flight testing, supporting both domestic programs and allied export opportunities.

“This acquisition represents more than just new aircraft, it’s about building sovereign capability,” said Glen Lynch, Chief Executive Officer of Volatus Aerospace. “Canada has the talent, infrastructure, and strategic imperative to design and manufacture world-class uncrewed systems right here at home. By bringing this technology to Mirabel, we’re ensuring that critical aerospace innovation, jobs, and intellectual property stay in Canada while strengthening our ability to support NATO and allied partners.”

The original UK engineering team responsible for the aircraft designs will join Volatus and relocate to Mirabel to lead production, testing, and certification efforts. Their integration will ensure a seamless transfer of technical expertise, program continuity, and global market access.

Alignment with National Priorities

This transaction directly supports Canada’s defense-industrial policy objectives, increasing defense spending, repatriating procurement dollars, and expanding domestic manufacturing capacity. As Canada moves toward the 2 percent NATO defense-spending target, Volatus is positioning YMX International Aerocity of Mirabel as a cornerstone of the nation’s aerospace and defense ecosystem.

Today’s announcement perfectly embodies YMX Innovation’s mission: to establish our Aerocity as a national hub for advanced air mobility and next-generation aerospace technologies. By hosting major programs such as Volatus Aerospace’s new RPAS initiative on our campus, we are strengthening Québec’s position as a leader in innovation, technological sovereignty, and industrial transformation within the aerospace sector”, said Yves Beauchamp, President and CEO of ADM Aéroports de Montréal

Through this acquisition, Volatus Aerospace reaffirms its commitment to building a self-sustaining, sovereign aerospace ecosystem, combining Canadian engineering, allied technology transfer, and global market access. The next generation of long-endurance RPAS supporting defense, security, and environmental missions will be proudly designed, built, and supported in Canada.

The Transaction is expected to close on or about November 1, 2025.

About Volatus Aerospace Inc.
With more than a century of combined aviation expertise, Volatus Aerospace delivers innovative aerial solutions for intelligence, surveillance, and cargo, utilizing both piloted and remotely piloted aircraft (RPAS/drones). Volatus provides a complete ecosystem of aerial services, including operations, equipment sales, training, and mission support, helping industries integrate aerial capabilities safely, efficiently, and sustainably.

For additional Information, please contact:
Bill Mitoulas, Investor Relations
+1-416-479-9547

investorrelations@volatusaerospace.com

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 news release.

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 is based on currently available competitive, financial, and economic data and operating plans, strategies, or beliefs of management 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 may be 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 not limited to, those factors set forth in the Company's annual and quarterly management’s discussion and analysis filed on www.sedarplus.ca. 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.

FAQ

When will Volatus (TAKOF) complete the Caliburn RPAS acquisition?

The transaction is expected to close on or about November 1, 2025, subject to board and regulatory approvals.

How much is Volatus paying for the RPAS technology and in what form?

Volatus will pay CA$2,000,000 in common shares by issuing 2,631,579 FLT shares based on a 15‑day VWAP of $0.76.

What UAS capabilities does the Caliburn acquisition add to Volatus (TAKOF)?

It adds three fixed‑wing platforms (MTOW 100–265kg), payloads 15–50kg, and endurance from 12 hours up to 7 days.

Where will Volatus manufacture and test the acquired UAS platforms?

All platforms will be manufactured, integrated and flight tested at Volatus’ Mirabel Innovation and Drone Manufacturing Facility at YMX International Aerocity.

What are the shareholder effects of the share issuance in the deal?

The company issued 2,631,579 FLT shares; half carry a 4‑month hold and half a 24‑month hold, which will increase outstanding shares and may dilute existing holders.

Are there additional equity incentives tied to the acquisition for incoming staff?

Yes, Volatus entered performance‑based bonus agreements with transitioning employees using RSUs tied to seven technical and revenue milestones, subject to board approval.