Shaping the future with drone technologies

Nov 07, 2022

 SAFE HARBOR STATEMENT
Cautionary Notes

The information contained in this document has been prepared by Volatus Aerospace Corp. (“Volatus”, the “Company”, “we”, “our”, or “us”). The information contained in this document (a) is provided as at the date hereof and is accurate only as of the date of this presentation or the date indicated and is subject to change without notice, (b) does not purport to
contain all the information that may be necessary or desirable to fully and accurately evaluate an investment in the Company, including important disclosures relating to the terms of an investment and risk factors associated with an investment in the Company and (c) is not to be considered as a recommendation by the Company that any person make an investment in
the Company.

This presentation, and the information contained herein, is not for release, distribution or publication into or in the United States or any other jurisdiction where applicable laws prohibit its release, distribution or publication. This presentation (“Presentation”) is being issued by the Company for information purposes only. It is information in a summary form and does
not purport to be complete. It is not intended to be relied upon as advice to investors or potential investors and does not take into account the investment objectives, financial situation or needs of any particular investor. Reliance on this Presentation for the purpose of engaging in any investment activity may expose an individual to significant risk of losing all of the
property or other assets invested.

This Presentation is qualified in its entirety by reference to, and must be read in conjunction with, the information contained in the preliminary short form prospectus dated July 22, 2022 (the “Preliminary Prospectus”). A prospective investor is not entitled to rely on parts of the information contained in this presentation to the exclusion of others. None of Volatus, or
Echelon Wealth Partners Inc. or Integral Wealth Securities Limited (collectively, the "Agents") have authorized anyone to provide prospective purchasers with additional or different information. Volatus and the Agents are not offering to sell shares in any jurisdiction where the offer or sale of such securities is not permitted. An investment in the Company’s
securities is subject to a number of risks that should be considered by a prospective purchaser. Prospective purchasers should carefully consider the risk factors described under “Risk Factors” in the Preliminary Prospectus before purchasing securities of the Company.

This presentation contains “forward-looking information” or “forward-looking statements” for purposes of applicable securities laws (“forward-looking statements”). Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based on our current beliefs, expectations or assumptions regarding the future of our
business, future plans and strategies, our operational results and other future conditions. Forward-looking statements can be identified by words such as “anticipate”, “believe”, “estimate”, “expect”, “intend”, “may”, “plan”, “predict”, “project”, “seek”, “target”, “potential”, “will”, “would”, “could”, “should”, “continue”, “contemplate” and other similar expressions,
although not all forward-looking statements contain these identifying words. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this presentation and include statements regarding our intentions, beliefs or current expectations concerning, among other things, our financial performance,
financial condition, liquidity, prospects, growth, strategies and the industry in which we operate. This forward-looking information includes, among other things, statements relating to: expectations regarding industry trends, overall market growth rates and our growth rates and growth strategies; amd our business plans and strategies; expectations regarding growth;
our competitive position in our industry.

Although we base the forward-looking statements contained in this presentation on assumptions that we believe are reasonable, we caution you that actual results and developments (including our financial performance, financial condition and liquidity, and the development of the industry in which we operate) may differ materially from those made in or
suggested by the forward-looking statements contained in this presentation. Despite a careful process to prepare and review the forward-looking statements, there can be no assurance that the underlying opinions, estimates, and assumptions will prove to be correct. By their nature, forward-looking statements involve risks and uncertainties because they relate to
events and depend on circumstances that may or may not occur in the future

The risk factors contained in the MD&A should not be construed as exhaustive and should be read with the other cautionary statements in ot her fi ling s o f t he C ompany . Although we have attempted to identify important risk factors, there may be other risk factors not presently known to us or that we presently believe are not material that could also
cause actual results and developments to differ materially from those made in or suggested by the forward-looking statements contained in this presentation. If any of the these risks materialize, or if any of the above assumptions underlying forward-looking statements prove incorrect, actual results and developments may differ materially from those made in or
suggested by the forward-looking statements contained in this presentation. Given these risks and uncertainties, you are cautioned not to place undue reliance on these forward-looking statements. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless specifically expressed
as such, and should only be viewed as historical data.

This Presentation contains future-oriented financial information and financial outlook information for purposes of securities laws (collectively, “FOFI”) about the Company’s expected revenue, gross margin and cash flow, all of which are subject to the same assumptions, risk factors, limitations, and qualifications as set out in the above paragraphs. The actual financial
results of the Company may vary from the amounts set out therein and such variation may be material. The Company and its management believe that the FOFI has been prepared on a reasonable basis, reflecting management’s best estimates and judgments. However, because this information is subjective and subject to numerous risks, it should not be relied on as
necessarily indicative of future results. Except as required by applicable securities laws, the Company undertakes no obligation to update such FOFI. FOFI contained in this Prospectus and certain documents incorporated by reference herein were made as of the date of this Prospectus or the documents incorporated by reference, as applicable, and were provided for the
purpose of providing further information about the Company’s anticipated future business operations. Readers are cautioned that the FOFI contained in this Prospectus and certain documents incorporated by reference should not be used for purposes other than for which it was originally disclosed herein or therein. FOFI has been prepared by the Company’s
management. MS Partners LLP, the Company’s independent auditor, has not performed any audit, review or compilation procedures with respect to the prospective information and accordingly does not provide any form of assurance with respect thereto for the purpose of the Offering.

Non-IFRS Measures

This Presentation includes certain terms or performance measures that are not defined under International Financial Reporting Standards (“IFRS”), such as gross margin, proforma revenue, compound annual growth rate (“CAGR”) and “Earnings before Interest, Taxes, Depreciation and Amortization” (“EBITDA”). These non-IFRS measures are not recognized, defined or
standardized measures under IFRS and the Company’s definition of gross margin, proforma revenue, CAGR and EBITDA may differ from definitions used by other companies and therefore comparability may be limited. EBITDA, CAGR, proforma revenue and gross margin should not be considered in isolation or as a substitute for or considered in isolation from measures
prepared in accordance with IFRS. These non-IFRS measures should be read in conjunction with the Annual Financial Statements, Interim Financial Statements, and the notes thereto. The Company believes that, in addition to conventional measures prepared in accordance with IFRS, certain investors use this information to evaluate the Company’s performance. The
data presented is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. Readers should not place undue reliance on non-IFRS measures and should instead view them in conjunction with the most comparable IFRS financial measures.
Drones are changing the world.

Volatus is a leading player in the

commercialization of drone technologies.

Shaping the future with drone technologies 3

VISION

Use drones to make the world a better place.

MISSION
Capture 5% of the global drone market within 5 years.

Shaping the future with drone technologies 4

 INVEST IN VOLATUS

1 2 3
Vertically Integrated: Pursuing a US$58.4 billion1 Sustainable and Scalable
• Able to address all market opportunity: business model:
segments (sales, service, • Total addressable market of • Strong revenue
training, & R&D) over US$17 billion1 • Pilot network of over 1,200
• Establishing a global footprint contract pilots spread across
the Americas

4 5
Large presence: Mature and Experienced team:
• Geographic presence with • Demonstrated ability to execute
personnel across Canada, the • Agile organizational structure
US, UK, and Latin America

Shaping the future with drone technologies 5

1. Source: Market & Markets UAV 2021 Report (in US$) expected to reach US$58.4B by 2026.
 SENIOR LEADERSHIP

2022 Canada’s Top 50 Executives

Glen Lynch, CEO Abhinav Singhvi, CFO Luc Masse, EVP Rob Walker, COO
39+ years of experience in Chartered Accountant, Marketing and business law Aerospace professional with
aviation and aerospace, Glen DipIoma in IFRS, and MBA, specialist, Luc has over forty over three decades of
is a pilot, executive, and Abhinav is a financial and years of experience in experience in aerospace
mergers & acquisitions investment professional with aviation operations and marketing, communications
specialist. Glen is a serial global experience. Abhinav manufacturing. Luc has over and business development.
entrepreneur and has served has worked in fortune 500 two decades of experience in Rob holds a degree in
as a CEO for 30+ years in companies, startups, and contract negotiation, Marketing, Communications
multinational companies. venture capital firms. management, and strategic and Media.
planning.

Shaping the future with drone technologies 6

6
 MARKET SIZE
$58.4 billion
TOTAL AVAILABLE MARKET1 $32.8 billion
SERVICEABLE MARKET1,2 $17B billion
OUR TARGET MARKET1

(1)
(1)
North America - $18.1B Europe - $10.5B

(1) (1)
LATAM - $280M Africa - $512M

(1)
Global CAGR: 16.4%1 Australia - $3.4B
Canada CAGR: 25.1%1
North American Commercial Segment CAGR: 26.6%1
Shaping the future with drone technologies 7
1. Source: Market & Markets UAV 2021 Report (in US$). Market opportunity expected to reach by 2026| 2. Serviceable market is broken down into multiple geographies
 GLOBAL PRESENCE

EXPANDING GLOBAL FOOTPRINT

Presence across Americas and United Kingdom

Expanding Presence in European Region

1,200+ pilots in our network spread across the

Americas

Service capabilities in 7+ countries

Capital Market Presence in Canada and USA

VolatusPresence

Shaping the future with drone technologies 8

 Gross Margins

43% 25% 40%

DRONE
BUSINESS
MODEL DATA AS A EQUIPMENT SOLUTIONS
SERVICE SALES ENGINEERING

27% 42% 15%

Product Distribution

Shaping the future with drone technologies 9

Gross Margin for first 9 months of 2022 and product distribution is management forecast for 2022 excludes aviation segment
DATA AS A
SERVICE

• Advanced Geomatics
• Pipeline Surveillance
• Inspections
• Training
• Regulatory Compliance
• Turnkey Solutions

Shaping the future with drone technologies 10

 STRATEGIC PARTNERS

EQUIPMENT
SALES

Companies seek us out: to

commercialize, distribute &
market their UAV (Unmanned
Aerial Vehicle) technologies

HEISHA

Shaping the future with drone technologies 11

SOLUTIONS
ENGINEERING

Integrating technologies to
deliver optimal solutions
to solve customer
problems.

Shaping the future with drone technologies 12

INTEGRATING DRONE TECHNOLOGIES
INTO TRADITIONAL AVIATION

Shaping the future with drone technologies 13

 DEFENSE
PROUD TO SERVE THOSE WHO SERVE

CUSTOM TECHNOLOGY TASK FORCE ISR TASK FORCE DRONE

Shaping the future with drone technologies 14

 FINANCIAL SNAPSHOT
Proforma Revenue (C$K) 1 Reported Quarterly Revenue (C$K) 2

Projected 2022 Gross Margin (31%)3 First 9 months of 2022 - proforma revenue is $30MM

11,121

138% growth
38,637

6,630

4,808
16,723
3,286 2,932

2021 2022E Q3 2021 Q4 2021 Q1 2022 Q2 2022 Q3 2022

Shaping the future with drone technologies 15

1 – 2021 is unaudited proforma and 2022 is management forecast | 2 – Quarterly revenue are reported numbers, proforma numbers will vary | | Disclaimer: Refer FOFI disclosure and Non-GAAP IFRS measures on PN 2 | 3 - Historical 2021 gross margins for prior financial year 2021
were at 25.5%. Forecasted gross margins for 2022 is expected to increase due to expanded product portfolio and economies of scale in service segment. The projections are based on assumption that the Company will be able to scale its service business and expand product offerings
with numerous OEMs.
 2022 REVENUE FORECAST

Geographic Estimate (C$K) 1 Segment Analysis (C$K) 1 Service Breakdown (C$K) 1

Revenue Forecast (in ‘1000)

$23,137
Training Geomatics
Aviation &
4% 19% Inspection
Cargo
11% 25%
$9,640 Media
Public
Safety 1%
7% Enterprise &
$11,419 Consumer Agriculture
42% 4%
$2,334 Industrial & Environment
Defense 4%
$13,497 9%
$4,081
$9,085 Infrastructure
14% Mining
Drone 26%
Services
USA Canada & Intl Aviation & Cargo 27% Construction
7%
Drone Tech Services & Training Aviation & Cargo Shaping the future with drone technologies 16
1 – Forecast by Management - actual numbers will vary | Disclaimer: Refer FOFI disclosure and Non-GAAP IFRS measures on PN 2
 MARKET COMPARABLES

Figures in millions (except per share) as of November 08 2022 Enterprise % off 52 Week EV / Revenue EV / EBITDA
Company Ticker FX Price Value, FD Hi gh 2022e 2023e 2022e 2023e

Tel edyne Technol ogi es Incorpora ted NYSE:TDY USD $408.21 23,363 17.4% 4.4x 3.9x 18.5x 16.0x
Drone Services & Products

AeroVi ronment, Inc. Na s da qGS:AVAV USD $83.65 2,212 26.7% 4.2x 3.8x 25.8x 20.9x
Kra tos Defens e & Securi ty Sol utions , Inc. Na s da qGS:KTOS USD $10.80 1,639 51.9% 1.7x 1.6x 20.0x 15.9x
Onda s Hol di ngs Inc. Na s da qCM:ONDS USD $3.39 120 71.1% 18.4x 2.4x nmf nmf
Drone Del i very Ca na da Corp. TSXV:FLT CAD $0.34 71 65.3% 154.1x 154.1x nmf nmf
Red Ca t Hol di ngs , Inc. Na s da qCM:RCAT USD $1.06 54 63.7% 7.0x 1.6x NA NA
AgEa gl e Aeri a l Sys tems , Inc. NYSEAM:UAVS USD $0.51 34 83.9% 2.2x 2.2x nmf nmf
Dra ga nfl y Inc. CNSX:DPRO CAD $0.90 15 81.3% 1.9x 1.9x nmf nmf

Mean 5.7x 2.5x 21.4x 17.6x

Median 4.2x 2.2x 20.0x 16.0x

Volatus Aerospace Corp. TSXV:VOL CAD $0.34 44 61.8% 1.2x NA NA NA

Shaping the future with drone technologies 17

Note: in C$, Market Data as of Nov 8, 2022, sourced from Capital IQ and Echelon estimates. Drone Delivery Canada not included in Mean and Median EV/REV multiples, included for reference only.
 CAPITALIZATION TABLE

No.
Shares Diluted
# %

Volatus Insiders Shareholding 78,363,549 54.23%

Other Basic Shares Outstanding 35,579,530 24.62%
Total Basic Diluted Shares 113,943,079
Warrants (WAEP $0.57) 24,954,951 17.27%
Options (WAEP $0.55) 5,599,232 3.87%
Total Fully Diluted Shares 144,497,262 100.0%

As of Oct 16, 2022 | Officers and Directors governed by TSX Escrow conditions | Includes 569,222 private placement shareholders

Shaping the future with drone technologies 18

Preferred shares excluded from Cap Table
 INVEST IN VOLATUS

1 2 3
Vertically Integrated: Pursuing a US$58.4 billion1 Sustainable and Scalable
• Able to address all market opportunity: business model:
segments (sales, service, • Total addressable market of • Strong revenue
training, & R&D) over US$17 billion1 • Pilot network of over 1,200
• Establishing a global footprint contract pilots spread across
the Americas

4 5
Large presence: Mature and Experienced team:
• Geographic presence with • Demonstrated ability to execute
personnel across Canada, the • Agile organizational structure
US, UK, and Latin America

Shaping the future with drone technologies 19

1. Source: Market & Markets UAV 2021 Report (in US$). Expected to reach by 2026
 Thank you!

Contact: [email protected]
 ACQUISITION OF SYNERGY AVIATION

• Adds 500K KM of Oil & Gas pipeline

right-of-way surveillance

• Disrupting traditional ways of doing

pipeline inspections with drones

• 2022E Revenue of $9MM ($7MM in

first nine months and 14% EBITDA)
with $6MM annual recurring
revenue

• Strategic Advantage: Proprietary

software

• Acquired 51% for C$2.29MM through

Treasury investment. Balance 49%
through Volatus equity by the end
of 2024 for $2.2MM

Refer detailed news release on SEDAR for more information Shaping the future with drone technologies 21
 ACQUISITION OF IRED (UK)

• Expands Volatus presence in the

UK and Europe

• Strengthens Volatus training and

thermography capabilities

• 2022E Revenue of $1MM and

EBITDA of 7%

• Strategic Advantage: Accredited

Training organization by the UK
Civil Aviation Authority

• Acquired 51% for £100K through

Treasury investment. Balance 49%
through Volatus equity after 1 year
anniversary for up to £125K at
$0.65/share or anniversary closing
price, whichever is lower

Refer detailed news release on SEDAR for more information Shaping the future with drone technologies 22