Volatus Aerospace Corp. — Proxy Solicitation & Information Statement 2021

Nov 16, 2021

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS OF PARTNER JET CORP.

NOTICE IS HEREBY GIVEN that a special meeting (the “ Meeting ”) of holders of common shares (the “ Partner Jet Shareholders ”) of Partner Jet Corp. (“ Partner Jet ”) will be held at 60 Airport Road, Oro Medonte, ON L0L 2E0, Canada on December 14, 2021 at 10:00 a.m. (Toronto time) for the following purpose:

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• to consider and, if thought appropriate, to pass, with or without variation, a special resolution (the “ Amalgamation Resolution ”), the full text of which is set forth in Appendix “A” to the management information circular and proxy statement accompanying this Notice of Meeting (the “ Circular ”), authorizing, confirming and approving the amalgamation of Partner Jet and Volatus (the “ Amalgamation ”) to form an amalgamated company called “Volatus Aerospace Corp.” (the “ Resulting Issuer ”) and the amalgamation agreement between Partner Jet and Volatus, as more particularly described in the Circular;

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• if the Amalgamation Resolution is passed, to consider and, if thought appropriate, to pass, with or without variation, by ordinary resolution of the Disinterested Shareholders (as defined below) (the “ Proposed Transaction Price Resolution ”), the full text of which is set forth in Appendix “B” of the Circular, authorizing, confirming and approving: (i) the price of $0.22 for each Partner Jet Share on a pre-Exchange Ratio basis and $0.65 on a post-Exchange Ratio basis pursuant to the Transaction (as defined in the Circular accompanying this notice of meeting); (ii) the purchase price of the Subscription Receipts issued in connection with the Volatus Financing; and (iii) the exercise price of (A) the Volatus Compensation Warrants exercisable at $0.65 per share and (B) the Bridge Financing Warrants exercisable at $0.65 per share and the Volatus SR 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 TSXV Exchange Policies from the market price of $0.40 on a pre-Exchange Ratio basis and $1.18 on post-Exchange Ratio basis, being the closing price of the Partner Jet Shares on the last trading day prior to the trading halt;

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• if the Amalgamation Resolution is passed, to consider and, if deemed appropriate, to approve and confirm, with or without variation, by ordinary resolution, a new stock option plan (the “ New Option Plan ”), the full text of which is set forth in Appendix “C” of the Circular, to be adopted by the Resulting Issuer upon completion of the Transaction (the “ New Option Plan Resolution ”);

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• if the Amalgamation Resolution is passed, to consider and, if deemed appropriate, to approve and confirm, with or without variation, by ordinary resolution, a new restricted share unit plan (the “ RSU Plan ”), the full text of which is set forth in Appendix “D” of the Circular, to be adopted by the Resulting Issuer upon completion of the Transaction (the “ RSU Plan Resolution ”); and

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• to transact such other business as may properly be brought before the Meeting or any postponement or adjournment thereof.

The Partner Jet Board unanimously recommends that the Partner Jet Shareholders vote FOR each of the matters set out in this Notice of Meeting.

The specific details of the matters proposed to be put before the Meeting are set forth in the Circular which accompanies this Notice of Meeting and forms part hereof.

This Notice of Meeting and the accompanying Circular and form of proxy (collectively the “ Meeting Materials ”) are being sent to both registered and non-registered owners of Partner Jet’s common shares (each a “ Partner Jet Share ”) in accordance with National Instrument 54-101 – Communication with

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Beneficial Owners of Securities of a Reporting Issues (“ NI 54-101 ”) and arrangements have been made with clearing agencies, brokerage houses and other financial intermediaries to deliver proxy solicitation materials to the beneficial owners of the Partner Jet Shares. Partner Jet may pay the reasonable costs incurred by such persons in connection with such delivery. The Meeting Materials are also available under Partner Jet’s profile on SEDAR at www.sedar.com.

The record date for determining the Partner Jet Shareholders entitled to receive notice of and vote at the Meeting is the close of business on November 15, 2021 (the " Record Date "). Only Partner Jet Shareholders of record as at the Record Date are entitled to receive notice of the Meeting and to attend and vote at the Meeting or any adjournment thereof.

Also included with this notice of meeting and Circular are a form of proxy (the " Form of Proxy ") and a letter of transmittal (the " Letter of Transmittal ").

Partner Jet Shareholders of record as at the Record Date wishing to be represented by proxy at the Meeting or any adjournment thereof must deposit his, her or its completed, dated and signed Form of Proxy with Partner Jet’s transfer agent, TSX Trust Company, by mail to 301 – 100 Adelaide Street West, Toronto, ON, M5H 4H1, Canada, by facsimile transmission to (416) 595-9593, or over the internet at www.voteproxyonline.com prior to 10:00 a.m. (Toronto time) on December 10, 2021 or, if the Meeting is adjourned or postponed, not less than 48 hours (other than a Saturday, Sunday or holiday) prior to the start of the adjourned or postponed meeting. Notwithstanding the foregoing, the Chair of the Meeting has the discretion to accept proxies received after such deadline.

If you are a non-registered holder of Partner Jet Shares and have received these materials through your broker, custodian, nominee or other intermediary, please complete and return the Form of Proxy or voting instruction form provided to you by your broker, custodian, nominee or other intermediary in accordance with the instructions provided therein.

Registered holders of Partner Jet Shares who validly dissent from the Amalgamation will be entitled to be paid the fair value of their Partner Jet Shares, subject to strict compliance with Section 185 of the OBCA.

Failure to comply strictly with the requirements set forth in Section 185 of the OBCA may result in the loss or unavailability of any right of dissent.

The Circular provides additional information relating to the matters to be dealt with at the Meeting and is deemed to form part of this Notice of Meeting. Any adjourned or postponed meeting resulting from an adjournment or postponement of the Meeting will be held at a time and place to be specified either by Partner Jet before the Meeting or by the Chair person at the Meeting. If you are not registered as the holder of your Partner Jet Shares but hold your Partner Jet Shares through a broker or other intermediary, you should follow the instructions provided by your broker or other intermediary to vote your Partner Jet Shares. See the section in the accompanying Circular entitled “ Voting Information and General Proxy Matters ” for further information on how to vote your Shares.

DATED at Toronto, Ontario, this 14[th] day of November, 2021.

BY ORDER OF THE PARTNER JET BOARD OF DIRECTORS

(Signed) “Richard Gage”

Richard Gage Chairman

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