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Volatus Aerospace Corp. — M&A Activity 2021
Mar 3, 2021
42482_rns_2021-03-02_3962202c-5dfc-40ea-988a-91bee3dfd966.pdf
M&A Activity
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NEWS RELEASE
PARTNER JET CORP. ANNOUNCES LETTER OF INTENT FOR A PROPOSED REVERSE TAKEOVER TRANSACTION
MISSISSAUGA, ONTARIO – March 2, 2021– Partner Jet Corp. (“Partner Jet”) announces that it has entered into a non-binding Letter of Intent (“ LOI ”) dated 26 February 2021 with respect to a proposed reverse takeover transaction (“ RTO ”) with Volatus Aerospace Corp. (the “ Volatus ”) Pursuant to the LOI and based on discussions to date between the parties, it is anticipated that the RTO will result in a reverse takeover of Partner Jet by Volatus and the listing for trading of the shares of the resulting issuer (the “ Resulting Issuer ”) on the TSX Venture Exchange (the “TSXV”).
Volatus currently holds 45.4% of the issued and outstanding shares of Partner Jet and is a vertically integrated unmanned aerial vehicle (“UAV”) service provider with activities across Canada. Further details concerning Volatus, its operations, management, and financial status will be provided following completion of due diligence investigations and the negotiation of a definitive agreement in respect of the RTO (the “ Definitive Agreement ”). Until then, confidentiality provisions preclude the disclosure of certain information concerning Volatus.
The RTO is conditional upon due diligence, the negotiation and signing of a Definitive Agreement by the parties, applicable board and shareholder approvals, third party, regulatory and TSXV approval. The RTO is expected to be completed by way of an amalgamation, merger, plan of arrangement or other form of business combination determined by the legal and tax advisors to each of Partner Jet and Volatus. The final legal structure for the RTO will be determined after the parties have considered all applicable tax, securities law, and accounting considerations. The Resulting Issuer will carry on the business currently carried on by both parties upon completion of the RTO. There can be no guarantees that the RTO will be completed as proposed or at all.
Further comprehensive information regarding the RTO will be provided in a future press release at such time the parties execute a Definitive Agreement.
Partner Jet Corp is listed on the TSX Venture Exchange under the symbol PJT. For more information on Partner Jet, visit the website www.partnerjet.com.
Certain information set forth in these documents, including management’s assessment of each of the Corporation’s future plans and operations, contains forward-looking statements. Forward-looking statements are statements that are predictive in nature, depend upon or refer to future events or conditions or include words such as “expects”, “anticipates”, “intends”, “plans”, “believes”, “estimates” or similar expressions. By their nature, forward-looking statements are subject to numerous risks and uncertainties, some of which are beyond the Corporation’s control, including the impact of general economic conditions, industry conditions, volatility of commodity prices, currency fluctuations, imprecision of reserve estimates, environmental risks, competition from other industry participants, the lack of availability of qualified personnel or management, stock market volatility and ability to access sufficient capital from internal and external sources. Readers are cautioned that the assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward-looking statements. The Corporation’s actual results, performance or achievement could differ materially from those expressed in, or implied by, these forward-looking statements and, accordingly, no assurance can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what benefits the Corporation will derive from them. The Corporation disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
For further information, please contact:
Partner Jet Corp.
2450 Derry Road East, Hangar 9 Mississauga, Ontario L5S 1B2
Luc Massé, President and CEO Telephone: (905) 676-0092 Telefax: (905) 676-0192 Email: [email protected] Website: www.partnerjet.com
“Completion of the potential transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable, disinterested shareholder approval. Where applicable, the potential transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the potential transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the potential transaction, any information released or received with respect to the potential transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Partner Jet Corp. should be considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this news release.”;