Volatus Aerospace Corp. — M&A Activity 2021

Dec 9, 2021

PARTNER JET CORP. PROVIDES ADDITIONAL DISCLOSURE RELATED TO ITS PROPOSED REVERSE TAKEOVER TRANSACTION

NOT FOR DISSEMINATION TO UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES

December 8, 2021 - Toronto, Ontario – Partner Jet Corp. (TSXV:PJT) (the “ Company ” or “ Partner Jet ”) is providing a supplementary disclosure to the Company’s management information circular dated November 14, 2021 (the “ Circular ”) in connection with the special meeting of shareholders to be held on December 14, 2021 (the “ Meeting ”) to approve, among other things, (a) the amalgamation of Volatus Aerospace Corp. (“ Volatus ”) and the Company (the “ Amalgamation ”) resulting in the reverse takeover of the Company by Volatus shareholders (the “ Transaction ”) and (b) the Proposed Transaction Prices (as defined in the Circular) (the “ Proposed Transaction Pricing Resolution ”) being: (i) the price of $0.22 for each common share of the Company (the “ Partner Jet Shares ”) on a pre-Exchange Ratio (as defined in the Circular) basis and $0.65 on a post-Exchange Ratio basis; (ii) the purchase price of $0.65 for each subscription receipt of Volatus (the “ Subscription Receipts ”) issued in connection with the Volatus’ private placement (the “ Volatus Financing ”); and (iii) the exercise price of (A) the compensation warrants of Volatus exercisable at $0.65 per share, (B) the bridge financing warrants of Volatus exercisable at $0.65 per share and (C) the subscription receipt warrants exercisable at $0.75 per share on a post-Exchange Ratio basis, each of which prices are below the acceptable discount threshold pursuant to the policies of the TSX Venture Exchange (“ TSXV ”) .

Partner Jet Shareholder Approval

The requisite approval for the special resolution approving the Amalgamation (the “ Amalgamation Resolution ”) is at least 66⅔% of the votes cast on the Amalgamation Resolution by the Partner Jet shareholders present at the Meeting or represented by proxy and by at least a majority of the votes cast on the Amalgamation Resolution by the Partner Jet shareholders present at the Meeting or represented by proxy other than any Partner Jet shareholder who meets the criteria set out in Subsections 8.1(2)(a) to (d), inclusive, of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“ MI 61-101 ”), voting as a single class (the “ Minority Approval ”). Accordingly, the votes attached to the 4,123,760 Partner Jet Shares held by Volatus, the 1,815,334 Partner Jet Shares held by Michael W. Herman, and the 250 Partner Jet Shares held by Luc Masse, will be excluded for the purposes of the Minority Approval.

Pursuant to the requirements of the TSXV, closing of the Amalgamation is conditional upon requisite approval of the Proposed Transaction Pricing Resolution. The requisite approval for the Proposed Transaction Pricing Resolution shall be a simple majority of the votes cast by Partner Jet shareholders present in person or represented by proxy at the Meeting, excluding Volatus, Partner Jet shareholders who are also shareholders of Volatus, and Partner Jet shareholders who are also holders of Subscription Receipts (“ Disinterested Shareholders ”). Listed below are the holders of Partner Jet Shares that will be excluded for the purposes of the Proposed Transaction Pricing Resolution:

Disinterested Shareholder	Number of Partner Jet Shares
Volatus	4,123,760
Michael Herman	1,815,334
Rob Walker	5,000
Samuel Ingram	2,500
Richard Gage	1,000
Luc Masse	250

Richard Cooper 10 Jingchen Fan 9

Background to the Transaction

Volatus was formed in November 2019 with the objective of creating an integrated drone services company. In April 2020, Transport Canada announced proposed regulatory changes that would align the operations of drones with those of traditional manned aircraft. Volatus’ business strategy is focused on exploring unmanned aircraft operations as a natural extension of manned operations. Ian McDougall, Partner Jet’s largest shareholder at the time, exchanged his Partner Jet Shares for Class A Preferred Shares of Volatus on September 2, 2020. The Company viewed this transaction as a potential strategic investment by Volatus. Informal discussions between the Company and Volatus began in early January 2021 when the parties explored the possibility of aligning the operations of the two companies to achieve an integrated manned and unmanned aircraft operations service offering. Partner Jet’s position in the traditional business aircraft management market had been deteriorating with the loss of managed aircraft clients and associated fees and charter revenues, which was further exacerbated by the COVID-19 pandemic. Exploring the possibility of operating unmanned aircraft became a viable alternative to generate revenues for the Company. The idea of merging the two companies through a reverse take-over was discussed. Follow-on discussions were brought to the board of directors of the Company on February 12, 2021 which included a presentation by Volatus to the board of directors of the Company. Following such meeting on February 12, 2021, Glen Lynch, CEO of Volatus, delivered a proposed non-binding letter of intent (the “ LOI ”) to the Partner Jet board on February 25, 2021. The LOI was reviewed and approved by the Partner Jet board on February 26, 2021 with Ian McDougall abstaining from voting on such resolution. The Company formed a special committee of the board of directors (the “ Special Committee ”) on March 11, 2021. There were no negotiations or discussions between Volatus and Partner Jet between the time the LOI was executed on February 26, 2021 and the formation of the Special Committee on March 11, 2021.

Subsequently, Partner Jet and Volatus negotiated the Exchange Ratio to be incorporated into the Amalgamation Agreement. Using internal valuations prepared by both Partner Jet and Volatus as well as input from Echelon Wealth Partners Inc. (“ Echelon ”), who was acting solely in its capacity as agent to Volatus in connection with the Volatus Financing, Partner Jet and Volatus agreed upon the Exchange Ratio which valued each Partner Jet Share at $0.22. Such internal valuations were not “prior valuations” (as defined as MI 61-101) or valuations or appraisals of the Company’s securities or material assets, but rather financial information compiled and provided for use by Kalex Valuations Inc. (“ Kalex ”) in preparation of the Fairness Opinion (as defined below) as background to Partner Jet's business affairs and financial position. Kalex consulted Echelon, who was acting as agent to Volatus in connection with the Volatus Financing, and factored in the pre-money value of $50,000,000 for Volatus on which the proposed pricing of the Subscription Receipts was based (such value subsequently confirmed by the Volatus Financing).

Prior to discussions with Volatus, Partner Jet had not received any interest from a third party with respect to any alternative transactions, including any acquisition, investment or merger. Partner Jet had actively explored a potential merger or sale of the Company with other aircraft management companies but did not attract any interest. In light of the increased competition among aircraft management companies at Pearson International Airport, the impact of COVID-19 on the market and the financial situation of the Company, its declining cashflow position and competitive pressures, and the fact that no possible suitors have come forward to propose a transaction with Partner Jet since the announcement of the LOI, the Special Committee concluded that maintaining the status quo was not a viable option for the Company in light of its financial position and that the Transaction was the only viable alternative for the Company.

Mandate and Considerations of the Partner Jet Special Committee

The Special Committee’s mandate included the possibility of exploring alternatives to the Transaction. These included exploring other potential suitors, alternate business models and acquisitions. The Special Committee also received a fairness opinion from Kalex that the Exchange Ratio pursuant to the Amalgamation is fair, from a financial point of view, to the Partner Jet shareholders, as attached as Schedule “1” to the Circular (the “ Fairness Opinion ”).

In connection with the preparation of the Fairness Opinion, meetings between Kalex and Volatus management were held to discuss the financial projections developed for Partner Jet including how assumptions were derived and the reasonableness of those assumptions. Kalex also had meetings with Mr. Masse regarding the financial position of Partner Jet, including, but not limited to, the nature and value of certain assets and liabilities stated in Partner Jet’s financial statements. Kalex also held meetings with Mr. McDougall regarding the current and future financial outlook for Partner Jet and the business aviation industry generally. In addition, discussions were held between Kalex and Echelon, in its capacity as agent to Volatus in connection with the Volatus Financing, on a non-reliance basis, regarding Echelon’s involvement in the Volatus Financing including the marketing process, obtaining interest from market participants and their diligence on the Partner Jet projections prepared by Volatus management. The Special Committee remained confident that the independence of Kalex was maintained throughout and that the foregoing discussions were for the purpose of fact finding and determining the financial position of Partner Jet in connection with the preparation of the Fairness Opinion. Kalex was retained by the Special Committee and the Fairness Opinion was prepared for the sole benefit of the Special Committee.

The Fairness Opinion refers to financial projections provided to Kalex by Volatus which included a “worst case” scenario. This scenario was used by Kalex to reflect the financial position of Partner Jet and its business in preparation of the Fairness Opinion. Based on Kalex’s review and analysis, Kalex determined that the Exchange Ratio, based on a price per Partner Jet Share of $0.22, is fair, from a financial point of view, to the Partner Jet shareholders. The Special Committee was comfortable recommending the Transaction and Exchange Ratio based on such price per share as it considered that the projections relied upon by Kalex represented was the most reasonable estimate for future results of the Company based the current state of the Company’s business, the future prospects for the business and the net asset value of the Company.

About Partner Jet Corp.

Partner Jet Corp. is incorporated under the laws of Ontario and its shares are currently posted for trading on the TSX Venture Exchange (PJT:TSX-V). The Company, through its subsidiary Partner Jet Inc., carries on the business of a full-service aircraft management, private aircraft charter sales service provider capable of operating a wide range of corporate aircraft. The Company’s revenue is generated through aircraft management contracts, charter and sub-charter activities.

For more information regarding Partner Jet Corp., please contact:

Luc Masse, President & C.E.O. Phone: (905) 676-0092 ext. 102 Email: lmasse@partnerjet.com Website: www.partnerjet.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 release.

This news release may contain forward-looking statements which reflect the Company’s current expectations regarding future events. The forward-looking statements are often, but not always, identified

by the use of words such as "seek", "anticipate", "plan, "estimate", "expect", "intend" and statements that an event or result "may", "will", "should", "could" or "might" occur or be achieved and other similar expressions. These forward-looking statements involve risk and uncertainties, including, but not limited to, whether the effects of the COVID-19 pandemic will be even more severe than it has been to date, any of which could cause results, performance, or achievements to differ materially from the results discussed or implied in the forward-looking statements. Many risks are inherent in the industries in which the Company participates; others are more specific to the Company, there can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. The Company’s ongoing quarterly filings should be consulted for additional information on risks and uncertainties relating to these forward-looking statements. Investors should not place undue reliance on any forward-looking statements. All forward-looking information contained in this press release is given as of the date hereof and is based upon the opinions and estimates of management and information available to management as at the date hereof. Management assumes no obligation to update or alter any forward-looking statements whether as a result of new information, further events or otherwise.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the U.S. Securities Act or any state securities laws and may not be offered or sold within the United States or to U.S. persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available. Not for distribution to U.S. newswire services or for dissemination in the United States. Any failure to comply with this restriction may constitute a violation of U.S. securities laws.